Of Spooks and Spiders
by SamuraiSirius
Summary: Danny Fenton meets someone who's more like them than he thinks, Peter Parker. And why is Vlad after OsCorp? Join Danny Phantom as he teams up with the Amazing Spiderman to defeat their greatest enemies yet...and then some. Slightly AU
1. Of New Beginnings

**Author's Note:** The plot bunnies are holding me hostage until I get this fic out. So, once again, I'm starting another fic. I'm really excited about this one though because I've actually plotted it out! A FIRST!

Anyways this is a Spider-man/Danny Phantom crossover. Danny Phantom is set in the future of the series where Danny and the others are just about to enter college. Spider-man is "movie-based" but I use that term loosely as it will be VERY AU. Here are the changes:

1-It's set after movie 1. Movie 2 has never and, after this fic, will never take place

2-Peter isn't in college at the end of the movie. He's graduated high school yes…but hasn't started college yet. He starts it in this fic (as you will see). I'm going to pretend (unless, now that I think of it…it actually DID occur this way) that all the Goblin stuff happened over the summer and that the ending scene with Peter at the graveyard took place just before the start of this fic and at the end of summer.

3-Otto Octavius WILL appear in this fic. His origin, however, will be drastically changed. It fits in with my plot with Vlad so of course it has to change…but don't worry…he still gets the tentacles and is still a tad crazy because of them.

What's also great is, for you Spiderman fans, Gwen Stacy never appeared in the movies…so in movie-verse she's alive…and is going to make appearances in this fic! XD

And I think that's about it. Please enjoy my newest fic and review!

**Disclaimer: I do not own Spiderman (Marvel/Stan Lee) or Danny Phantom (Nickelodeon/Butch Hartman). Hartman State University and the city of Stanley is my own invention though.

* * *

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((Forest Hills, Queens, New York, 11 AM Friday))

The room was bare except for the most basic of furniture. There was a dresser with a mirror in one corner of the room, a side table, and a bed. The bed was currently occupied by someone with the comforter pulled up over their face and the only feature that could be seen was the brown locks of hair on the occupant's head. The brown haired lump rolled over and muttered something in his sleep.

Suddenly there was a knock at the door and an elderly woman with crystal blue eyes and a smile on her face peaked in, "Peter? Peter it's time to get up."

The lump, now known as Peter, sat up slowly in his bed. He stretched and opened his hazel eyes wearily, "Morning Aunt May."

Aunt May laughed as she pulled open the blinds, "It's nearly noon Peter…but good morning." The sun struck Peter's face and he squinted, "You ready to go dear?"

Peter held up a hand to block out the sun, "Yes. I got all my packing done last night and even loaded it up too."

Peter finally got up the nerve to get out of bed. He was dressed simply in red boxers and a white tee shirt. He went over to his aunt and gave her a hug and a peck on the cheek, "I'm really going to miss you Aunt May."

Aunt May patted his arm, "I'm going to miss you too Peter. But, like you said, you need some time away from the city…what with…well what with all the incidents lately," she said, a sad look crossing her face.

He knew all too well about the incidents she was talking about. He was to blame for most of them. He didn't say anything though, after Uncle Ben's death, the bad Spiderman media, and then Norman Osborne aka Green Goblin fiasco, he was sick of New York City and everything in it. Well except for two things: MJ Watson and his Aunt May. But even though Peter loved them both he knew, deep down, that he couldn't stand staying in New York any longer, that's why he was going to Hartman State University in the growing city of Stanley, Massachusetts. Even now he wasn't sure what made him choose Massachusetts of all places but he guessed that part of him didn't want to give up the big city life or be TOO far from Aunt May…should anything happen.

"Peter, come on I have breakfast ready for you…or lunch if you'd prefer," his Aunt May said, pulling Peter from his thoughts.

"Lunch would be great Aunt May."

* * *

((Fenton Works, Amity Park, Illinois, 10 AM Friday))

The room was a mess. Clothes, comic books, and other memorabilia was scattered everywhere. In the midst of this mess stood a black haired boy with bright, baby blue eyes attempting to clean the mess by tossing the clothes on the floor into a suitcase on his bed.

He wasn't alone in his room however, two people where with him. One, a girl with short black hair falling to her shoulders and purple eyes, sat at a computer chair, her legs pulled up to her chest as to avoid the mess. On the bed sat another boy, an African-American male wearing a red hat and glasses, he was watching the other boy with a look of amusement.

"Sam, Tucker, you know you guys _could_ help," the raven haired boy said as he dug under his bed for something.

Tucker laughed, "Are you kidding Danny? We did OUR packing last night…you should have already been ready."

Sam nodded, "You knew we were leaving today Danny…you could have packed weeks ago…like I did."

Danny shot them both a glare as he attempted to shut his suitcase, "Well excuse me if I've been busy fighting ghosts while you two were packing. It's not like I've been procrastinating by playing video games or something!"

Danny sighed, he had been fighting ghosts this whole week…hell since the age of fourteen he had fought ghosts. If it was one thing he was sick of it was ghosts. He was eighteen now, shouldn't he be going to parties and stuff. 'But no…I get stuck with the super powers and the responsibility,' Danny thought as he finally got the suit case closed.

"Finally," Tucker cried, falling back on the bed.

Danny and Sam both rolled their eyes, 'Oh, well…at least I had my friends to back me up all these years…now we'll go away for college and hopefully no ghosts will come after us.' Danny, Sam, and Tucker were going to Hartman State University in Stanley, Massachusetts. Unfortunately Tucker and Danny hadn't been made roommates but at least they were going to the same place, 'I just hope my roommate is either too busy or too oblivious to notice any ghostly activities I might accidentally cause,' he shuddered.

"Well now that you're done packing…can we go," Sam asked impatiently.

"Okay, okay Sam…my parents are down stairs waiting for us," Danny said, hefting the large suitcase easily.

It had occurred to him a few years ago that along with his ghost powers he also had super strength. He'd had it since the beginning but never really thought about it until one day Sam asked him about the Purple-Back Gorilla he had caught and put back in his pen ((i.e. episode 3, One of a Kind)). Gorilla's weighed hundreds of pounds and no normal person could lift one but Danny had. There were also the numerous times he had lifted a bunch of people out of harms way. They'd later tested this power, making a sort of obstacle course of weight for him to lift in a junk yard. Danny had easily lifted a small car and had made it all the way to a broken down bus without breaking a sweat.

"Danny come on! Your Dad wants to get to the airport so he can check for gremlins," Sam called up the stairs.

Danny snapped out of his thoughts, "COMING!"

* * *

((OsCorp Building, New York City, 11 AM Friday))

Harry Osborn stared at his reflection in the bathroom mirror. His reddish brown hair was ruffled and messy and there were bags under his dark blue eyes, he had to face facts: he was stressed. Not only had his father been murdered by the so called "hero" Spiderman but now his father's company was facing bankruptcy. Harry wasn't sure what to do, more than anything he wanted to hunt after Spiderman and avenge his father…but he knew he had to keep up appearances and make sure his father's world, his dream, didn't go belly up.

Harry splashed some water on his face, he couldn't even take time away to say goodbye to Peter who was leaving today for Massachusetts of all places. Harry had managed to ask him why and Peter had answered that he was sick of the city that had taken so many people from him. Harry had silently agreed with him, but unlike Peter, he couldn't just run away.

He pulled out a comb and ran it through his hair, "I've got to save this place…I won't let ANYONE take this from me!" Harry turned and exited the bathroom.

Just as he left a man stepped out of one of the stalls, he was an older man, possibly in his 50's. He had long grey/white hair that was tied in a ponytail and piercing blue eyes. He smiled at his own reflection in the mirror, "So that's Norman Osborn's offspring, Harry. Well, if he thinks he can keep me from having OsCorp for myself…he has another think coming…I have plans for you Harry Osborn," he muttered into the mirror. He pulled out a brass colored name tag from his pocket and put it on, it read Vlad Masters, C.E.O Masters Industries. He was there as a representative of his company and every major company in the world was there to get a bid on OsCorp's stocks, including him.

"Luckily…I have something they don't," he muttered, his eyes flashing red for a minute.

* * *

((Hartman State University, Stanley, Michigan, 4 PM))

Danny, Sam, and Tucker climbed out of the van they had rented from the airport. They had arrived at their new school and home for the next few years. Danny had pulled up in front of the main office of the college so that they could pick up the keys to their dorms. He looked over his shoulder at the van stuffed to capacity with the trio's luggage.

The three went into the building to pick up their stuff.

"I know we didn't get the same dorm room Danny, but at least we're in the same hall," Tucker said as they exited the building a few minutes later.

"I feel bad though…you already met _your_ roommate…I've been too busy to even give mine a call," Danny said as he opened the driver's side door so he could drive them to their dorm. "Now that I think about it…I don't even remember his name!"

Sam rolled her eyes, "That's going to be an interesting meeting then."

"Well, who is your roommate then Sam?"

Sam pulled out a slip of paper, she was in the same dorm house as Danny and Tucker since it was a Coed dorm. The boys would sleep on one side of the lobby while the girls took the other side. Sam looked at the paper and read, "Samantha Mason, Room 201, and Roommate(s) - Gwendolyn Stacy and…oh no."

Danny and Tucker turned to Sam, "What is it," Tucker asked.

"They must have changed my assignment…this says I'm sharing a dorm with this girl named Gwen Stacy…and Valerie Gray."

Danny slammed on the brakes.

((Hartman State University, Stanley, Michigan, 4 PM))

Peter opened the door to room 102 in Kaufman Hall. He hauled his stuff in and set it on the bed closest to the window. He noticed that there was another bed in the dorm and then he remembered, 'Crud…roommates.' It had been hard enough sneaking out while sharing the apartment with Harry, now he'd have to be extra sneaky. Peter dug into his jean pockets and pulled out a crumpled piece of paper, he opened it and read, "Peter Parker, Room 102, roommate(s) - Daniel Fenton."

Peter sighed, "It could be worse."

((HSU, Stanley, Michigan, 4 PM))

Danny continued driving and pulled into a parking space in front of Kaufman Hall. It was a tall building, 3 stories high that held dorms for girls and guys. Danny looked glum as Sam and Tucker climbed out of the van. He just sat there until Sam tapped his window, "Come on Danny…it's not like _you're_ rooming with her."

He sighed and got out of the car, "I guess you're right…what room are you in again Tuck?" Danny was on the first floor, room 102, while Sam was on the other side of the building on the second floor.

Tucker pulled out his PDA and opened up a file which Danny assumed contained the information on his roommate, "I'm with some guy named Yu Komori in room 105."

Danny smiled, "Well at least you're down the hall."

"See I told you this wouldn't be too bad," Tucker said putting an arm over Danny's shoulder.

Sam, who had gotten her stuff out of the trunk by this time, walked over to them, "Come on…I want to start unpacking before it gets dark."

((Room Number 102, Kaufman Hall, HSU, 4 PM))

Danny dropped his bags in front of the floor and sighed, he was one of the last people to arrive at the dorms according to his RA. He pulled out his key and went to open the door when the door was suddenly pulled open and Danny nearly fell forward in surprise. He stood up straight and came eye level with the guy standing in the door way.

Peter was surprised to find someone on his door step. He took note of the bags then forced himself to smile, "Roommate?"

Danny nodded and picked up his large suitcase. It looked heavy but the scrawny guy seemed to carry it with ease, "Which bed's mine?"

Peter picked up another bag, 'How is he lifting these…I mean I have super strength so it's not a problem for me,' he thought as he helped his new roommate move in. "The bed near the wall…sorry I already took the window."

Danny shrugged, "No big deal." Danny turned to Peter and smiled, "Name's Danny Fenton…but I guess you probably already knew that."

"Peter Parker."

* * *

((OsCorp Building, New York City, 5 PM Friday))

Vlad stepped into the elevator that would take him down to the ground floor when he heard a shout behind him. Vlad turned to find a young man running towards him, it was Harry Osborn. Vlad stopped the door from closing and the disheveled man entered the elevator.

Vlad took note of that fact Harry seemed very stressed and tense, a pile of newspapers was in his hands and he seemed angry. The boy took a few deep breaths then smiled, "Thanks."

Vlad shook it off, "No problem Mr. Osborn…now what floor do you need?"

"Ground…hey you were one of the men at the meeting," Harry said, recognizing Vlad. His face grew angry, "Don't think this means you'll get any closer to my father's business."

The older man laughed, "I wouldn't dream of it my boy. I don't really _want_ your father's company…I had to make an appearance so people wouldn't forget Master's Industries is just as powerful as any of them."

Harry looked at him skeptically but shrugged, "Whatever."

Vlad looked at the papers in his hand; all of them contained pictures of the vigilante Spiderman. Vlad frowned; his focus had been on Danny so much recently he hadn't given a thought about recent events, "Excuse me…but who is that man?"

At first Harry didn't know what he was talking about but then he looked at the papers in his hands, "Who? Spiderman? You have to be kidding me? You haven't heard of Spiderman?"

"I'm not exactly from around here and have had too many of my own personal matters to attend to without worrying about some vigilante in a costume," Vlad retorted.

Harry's eyes darkened, "He's no vigilante…he's a murderer."

This sparked Vlad's interest, "Really? Do tell."

"He killed my father a few months ago. That's the whole reason I'm in this mess now. Spiderman may act like a hero but he's not."

"You don't say. Really Mr. Osborn I can relate to your dilemma."

"Tch. Yeah right Mr. Masters…next you'll be telling me ghosts exist," Harry said, shifting the papers in his hand, "Don't act like your empathetic…I know how people like you work."

"Believe what you want Mr. Osborn…but unlike you I can deal with my problem…I have the means and you, my friend, are about to be without even a penny," Vlad said. The elevator bell dinged, signaling that they were at the ground floor. Vlad stepped out and looked over his shoulder at Harry, casting him a grin, "If you want to talk I'll leave my card with your secretary."

Harry stepped out of the elevator as Vlad disappeared in the crowd of people bustling about on OsCorp's ground floor, "Vlad Masters…he's as weird as you said he would be dad…but he may be my only hope."

* * *

((Kaufman Hall Lobby, HSU, 6 PM))

Tucker sat next to Sam on a couch in Kaufman Hall's lobby. Sam was fiddling with the hem of her black skirt, thinking about her recent predicament. Soon after finishing unpacking Danny had called asking if Sam wanted to join him and Tucker for pizza. Sam had agreed but not without her new roommates hearing her first.

Gwen Stacy, the exact opposite of Sam in every way, was an extremely out-going, friendly girl, who obviously liked to party. Even her physical features were the opposite of Sam's since she had blue eyes and blonde hair that fell to her back. She had heard Sam and had invited herself along for the ride, then pestered Sam if her friends were cute. That's when Valerie had decided to come as well.

Valerie Grey, a girl who had attended Casper High with Sam and the others, didn't want to be left alone on her first night at college. She'd then told Gwen that Tucker was cute but Danny was already taken by Sam. Sam had of course denied any such notion but Gwen protested.

"Well if you aren't a couple…then we'll just have to see tonight by going with you guys."

Sam sighed, now here she was, waiting for Valerie and Gwen to join her and the others. Tucker, however, thought it was funny, "Since your roommates are coming I feel bad about not inviting my roomy. He's really cool; he's from Japan and has all this great technology he brought with him. Although he did say he had more important things to do than go out with people."

"Maybe I should call Danny back and ask if he wants to bring his roommate."

((Room Number 102, Kaufman Hall, HSU, 6 PM))

Danny finished putting his stuff away and turned to Peter, "So, Peter, I was wondering…want to meet my friends with me for dinner," he asked.

Peter looked up from the lap top he was typing at, "Uhh…sure I guess. You sure it's not a problem?"

"No, of course not…unless you're busy."

Peter looked at his laptop. Then he shrugged and stood up, "Fine by me, let's go."

* * *

((Nasty Burger, Stanley))

"You know when I said I wanted to go out to eat I didn't mean to the Nasty Burger," Danny muttered as Tucker jumped into the nearest empty booth. Sam was placing their orders and had left Danny, Tucker, Peter, and Sam's roommates to get tables.

Tucker smiled, "Well…maybe it'll be better than the Nasty Burger back home," Tucker said with enthusiasm.

"For once…I agree with Danny," Valerie muttered, sliding in next to Tucker.

Peter looked around the facility with a frown, "I'm happy to say I've never eaten here before."

"Seriously? This is one of the greatest fast food places back in Amity Park," Tucker exclaimed.

Gwen, Sam's roommate whom no one knew, laughed, "I feel sorry for Amity Park then. Back in New York City we have fast food places spilling out of the seams."

Peter perked up at that, "You lived in New York City?"

"Yeah. Oh my gosh…don't tell me you're from New York too," Gwen exclaimed.

Peter nodded and Gwen tossed her arms around Peter's shoulders, squealing. Peter blushed. Danny and Tucker laughed at his face and Valerie merely rolled her eyes.

Sam came up at that moment with their burgers (and her salad), "Order up." Sam set the tray down, "Dig in guys."

Tucker didn't have to be told twice and started stuffing his face. Valerie shot him a look of disgust and picked up her burger delicately, not sure whether she wanted to eat it now or not. Gwen flashed a smile at Peter and took her seat again, picking up her own burger and biting into it. Peter smiled back weakly.

"So, you're from New York? That must be pretty cool…have you ever seen Spiderman?" Gwen asked.

Peter nearly coughed up his burger but managed to control himself, "Y-yeah…I took pictures of him for The Daily Bugle."

"Who's Spiderman," Danny asked.

Everyone shot him a look like he was stupid. Danny blinked then furrowed his eyebrows, "I've been busy okay…I don't watch the news!"

"He's this vigilante that showed up in New York just a few months ago. Supposedly he causes accidents and then pretends to fix them so people will think he's a hero," Valerie said in mild disgust.

"That's just what the papers want you to believe," Peter retorted, some what offended.

"Well…you took pictures of him. What's he like," Tucker asked. Truth is Tucker had only heard bad things about Spiderman from rumors on the internet. One even said that he had eight legs and the face of a real spider. Tucker hated spiders.

"He wears a blue and red costume and has the abilities of a spider. He fights crime," Sam answered for Peter.

"How did you know," Danny asked, feeling very lost.

Sam shrugged, "I like to keep up to date on what's going on around the world."

"I actually saw him at the World's Fair. He saved this one kid from being crushed by the stage when The Green Goblin attacked."

"The Green Goblin?"

The group just sighed, "You really need to get out more Danny," Valerie said.

"I get out!" Danny exclaimed. He had been rather busy though. He was lucky enough if he had time to finish his homework after a night of ghost hunting…forget watching the news and keeping track of what was going on elsewhere. 'Wonder if he likes fighting crime as much as I like fighting ghosts,' Danny thought sarcastically.

"Well whoever he is…he's no match for the ghosts back in Amity Park," Valerie said with a huff.

"Ghosts aren't real," Peter said dismissively.

Danny opened his mouth to make a retort when his ghost sense went off, a puff of blue air rising from his mouth, 'Spoke too soon Peter,' he thought.

* * *

((Five Star Hotel, New York City, 5 PM Friday))

An hour earlier, after Vlad had returned to his suite in the ritzy hotel he was staying in, did Vlad make plans for Danny. 'It's been awhile since I've tested young Daniel…I do believe he's graduated high school by now…he didn't even invite me to his graduation,' Vlad thought sadly.

Vlad opened his suit case and pulled out his laptop, he opened up a special program and began typing rapidly, "It's time I sent young Daniel his graduation gift…I do hope he's ready for a little visit from some old friends." Vlad hit a few more buttons and the computer beeped, then announced that the message was sent.

He shut his laptop and looked out the window, "Now I can focus on Harry…"

* * *

((Outside The Nasty Burger, Stanley))

Outside the Nasty Burger four ghostly figures stood. They had been given orders and they would obey them. First was The Lunch Lady, she looked the same as always in her cafeteria garb but Plasmius had given her a new toy: an extremely large spatula that was glowing green with ecto-energy.

Next to her was Skulker, decked in his full armor and green hair ablaze. He looked smugly at the Nasty Burger, where his prey lay in wait.

Standing by Skulker, hair in flames, was Ember, the pop-rock princess of the Ghost Zone. Her guitar was charged and ready to put the 'beat' in beat-down on Danny Phantom.

The last foe in front of the restaurant straddled a motorcycle and had dirty blonde hair. It was Johnny 13 and with a smug look on his face he revved up his bike and drove it straight for the window.

((Inside The Nasty Burger, Stanley))

Danny's ghost sense went off and, unbeknownst to him, so did Peter's spider sense. Both boys stood up and were about to excuse themselves from the table when a motorcycle revving up caused them to turn to the window across from them.

"Holy…"

"…Crap," Danny and then Peter finished for him as the motorcycle crashed through the window. Of course this caused everyone to start panicking and head for the nearest exit, everyone that is, except Peter, Danny, Sam, Tucker, and Valerie.

Until Gwen, who was acting like any normal person, grabbed the two people nearest her (Valerie and Tucker) and started booking it, "COME ON YOU GUYS! RUN!"

Valerie and Tucker had no time to protest as they were dragged away. Sam looked from Danny to Peter, neither of whom was running. Finally she made up her mind and grabbed Peter, "Let's go!"

As Sam dragged Peter out (Peter protesting the whole way) Danny silently thanked her. He then turned to Johnny 13 who was laughing, "Well, well…so I see you're at college now…you know I never got to go to college, punk…but here's a little graduation present…Shadow…GO!" Johnny's shadow warped and stretched until it became the resemblance of a person.

Danny narrowed his eyes at the punk motorcyclist, "I don't know why you're here…but I came to college to get away from the likes of you…but I guess I have no choice…GOING GHOST!"

Danny held up his arms as two circles of light enveloped Danny and he was changed into his ghost form. His jumpsuit appeared and was mainly black with white gloves, belt, and boots and a white 'D' was embroidered on the front. The light dispersed as Danny's hair was changed from black to white and his glowing green eyes narrowed at the ghost before him.

Shadow hovered next to Johnny, who smirked, "Hey…I almost forgot to mention…I have some friends with me who want to give you a graduation present as well."

The three other ghosts phased through the walls and stood around Johnny. Danny blinked, 'Johnny, Shadow, Ember, The Lunch Lady, AND Skulker…could this day get any worse?'

That's when it did exactly that.

_To Be Continued

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_

AN: Did you get all the references to the creators and actors and stuff in the fic? The city, the college, the dorm, Tucker's roommate? I'm good, huh? So Like it? Hate it? Review…let me know and thanks for reading anyways.


	2. Of Ghosts

**Disclaimer:** I don't own Danny Phantom or Spiderman or any other related characters.

* * *

((Inside the Nasty Burger, Stanley))

Johnny 13, The Lunch Lady, Ember, and Skulker, four of Danny Phantom's greatest foes, aside from Vlad Masters, and all four were standing right in front of him. Danny clenched his fist, preparing for the attack. He didn't have to wait long as Ember was the first to strike.

Ember's blue fire hair flared up as she struck a chord on her guitar. The energy blast flew at Danny and he dodged to the side. He flew at the ghostly singer but was stopped shortwhen the Lunch Lady swung her giant spatula into his face, sending him flying back. Danny slammed into a table, cracking it. He groaned and jumped back up, hovering over the table. Before he could recover himself completely though, Ember was on him, "Eat music, dipstick."

She played another chord but Danny phased through the table and under the building, the blast from the music disintegrating the table and leaving a crater in the floor. Danny rose up behind her and blasted her with an ecto-energy blast.

Danny didn't get time to recuperate because Johnny's shadow was on him in a second, slashing and snapping at him with his sharp fangs. Danny nimbly dodged side to side, hopping on top of tables and stuff to avoid the shadow. Shadow snarled and got a swipe at Danny, tearing his uniform and making him stubble back and fall hard on his butt. The Lunch Lady came over and used her spatula to scoop the halfa up and she hurled him over to Skulker. Skulker grabbed him with one fist and held him off the floor, "Hello whelp…ready to adorn my wall?"

The halfa struggled but couldn't escape from Skulker's grasp, "D—damn it!"

((Outside the Nasty Burger))

Sam was dragging Peter away but then he pulled himself out of her grasp. Sam spun around, "Come on Peter…we have to get away from here...a ghost is dangerous!"

Peter rolled his eyes, "I highly doubt that was a ghost…probably just some punk working up a scare. We need to find Tucker, Gwen, and Valerie."

"That was a ghost! Why else would Danny's gho," Sam stopped mid sentence and shook her head.

"Danny's what? Wait…where _is_ Danny?"

Sam's eyes inadvertently drifted back to the Nasty Burger. Peter followed her line of vision then scowled, "I'll go back for him."

"NO!" Sam shrieked. Peter opened his mouth to ask why but Sam cut him off, "We should find Tucker and the girls…make sure they're alright," she said. She led the way, heading for the front of the Nasty Burger where a crowd was gathering,although notdaring to go in and deal with the problem. They couldn't seefrom outside but they could hear the sounds of a fight.

Peter acted like he was going to follow her but eventually slowed down and headed fora nearby dumpster, 'Guess it's a good thing I packed my Spiderman costume…and here I thought I wouldn't need it.'

((Inside the Nasty Burger))

Johnny revved up his motorcycle, "Let's go Skulk…we ain't got all night."

Skulker glared at the punk motorcyclist, "Shut up kid. He is my prey and I will take my dear sweet time with him."

"_Your_ prey…I'll have you know this dipstick is mine," Ember growled, her hair blazing.

"Excuse me dearies…but if anyone is going to give him a serving of DOOM it will be me," the Lunch Lady said.

Danny rolled his eyes, "As touching as this is to have you all fighting over me…it's also kind of creepy."

The four ghosts glared at Danny and he smiled weakly, "But…go ahead and take your time."

Skulker smirked and brought his ghost blade out with his free hand, "You're hide is mine boy."

The halfa closed his eyes, waiting for the inevitable. But it never came. Instead he felt Skulker drop him and as Danny fell to the floor he opened his eyes to see Skulker flying across the room, sent there by a kick from a man in a red and blue costume.

The man in the costume was about Danny's height and his face was concealed by a red mask with reflective lens for eye protection. He had a spider symbol emblazed on his chest and webbing stitched all over his costume. The two stared at each other for a bit, "What are you," they both asked at the same time.

"ARRRGGG!" Skulker shouted as a battle cry, running at them as he pulled himself back together from the attack.

"Talk later," both superheroes said again at the same time, launching into action.

Danny flew out of the way of Skulker and the man in the red and blue costume jumped up and stuck to the ceiling, pressed against it much like a fly would…or a spider. Danny didn't have time to watch him fight though; he had to get these ghosts out of the way.

The nearest ghost to Danny was Ember. He kicked at her but she used her guitar to block it and then struck another chord, sending Danny flying backwards. Danny caught himself before he crashed into another table and then opened his mouth like he was about to scream. However the noise that came out of his mouth wasn't a scream, but a wail. The noise caused Ember to clamp her hands against her ears and her flames started to blow around her. Danny ceased the wailing and pulled out his trusty Fenton Thermos. He opened the lid and sucked the ghost girl in as she shrieked in fury.

Meanwhile Spiderman was handling Skulker, or trying to, the ghost kept phasing out and Spiderman's kicks and punches would be rendered useless. Skulker smirked, "Is that all you've got child?"

Spiderman scowled under his mask, 'I guess ghosts do exist…there has to be a way to hit him,' he thought.

Spiderman flipped backwards as Skulker started launching attacks at him. Spiderman was able to dodge him at least. Suddenly he got an idea and caught one of Skulker's punches then sprayed him in the face with some of his webbing. Skulker growled in aggravation as the sticky substance blocked his eye sight. Spiderman took this opportunity and swept Skulker off his feet. He then looked over to Danny who had just sucked up the girl singer with his thermos, "That was weird," he muttered, then shouted, "Hey…toss that thing over here."

Danny looked up and saw Spiderman standing over Skulker who was even now wiping the webbing from his face. Danny tossed him the Thermos and he caught it easily enough, "Just pop it open!"

Spiderman opened the Thermos and a ray of light shot out and enveloped Skulker then sucked him in. He capped it and stared at the device, "I take it back…THAT was weird."

A tingling feeling danced across the back of his head and Spiderman knew he had to jump up. He jumped up just as a large black shadow flew under him. Spiderman landed again, his eyes wide, "Ok…what the_ hell_ is that."

Danny, who was now taking care of the Lunch Lady, and by taking care of I mean dodging her spatula, looked over at Spiderman, "Shadow of the dude on the motorcycle…be careful he's," the halfa stopped as Shadow managed to touch Spiderman and the costumed spider fell backwards, all of his previous grace disappearing, "...bad luck."

Spiderman rolled out of the way as Shadow clawed at the spot where he had been. He jumped up and shot some webbing at the dark ghost but the webbing merely shot through him, "Hey…that worked on the weirdo in armor."

"He's" **DODGE** "a shadow!"** JUMP** "Bright light" **INTANGIBLE** "weakens him!" Danny managed to say, still occupied by the spatula of doom. "Also I'd like my thermos back now please."

Spiderman hurled the Thermos at Danny but the Lunch Lady swat it away like a baseball. Spiderman groaned but turned back to his own fight, "Bright light…uhm," he looked up at the fluorescent lights above him. Spiderman dove for the kitchen of the Nasty Burger and found the heat lamps. Shadow, thankfully, followed the spider and licked his lips.

The vigilante smiled, "You could use a little sun." He reflected the heat lamps off of the shiny linoleum floor and the light enveloped Shadow. The beast howled and vanished, returning to his master.

Meanwhile, Danny was trying to figure out where the Thermos had gone. The Lunch Lady continued to swipe at him. Danny stepped backwards again and went tumbling, since Johnny had appeared behind him. Johnny wrapped his arms around Danny to hold him still, "Do it Grandma."

The Lunch Lady held up her spatula and was about to bring it down but suddenly a light started to pull at her, "Come into the light," a voice said and it sucked her into a thermos.

Johnny gasped, "Man…I don't want to go back."

"Move…uhm…white haired guy!"

Danny phased out of Johnny's grip and Spiderman popped the top of the thermos again, sucking Johnny and his shadow in. The spatula and bike, which had been left behind, disappeared. Danny sighed and reached for the thermos, "Thanks for the help."

The spider themed superhero shrugged, "No problem…I guess."

After a pause and awkward silence both couldn't handle it anymore, "Who are you? Or what are you?"

Danny scratched the back of his head, "I'm…Danny Phantom. Half ghost, half human extraordinaire."

"Spiderman…human with spider powers," the man in the red and blue costume said.

Danny hovered off the floor for a bit then held out a hand, "So…can I get my thermos back now."

"Oh, sure," Spiderman said handing over the thermos, "Just…one question."

"Shoot."

"Why a thermos?"

"STOP! GHOST!" A voice shouted, interrupting them. Danny Phantom and Spiderman turned to the entrance of Nasty Burger to find a woman in a pinkish red hazmat jumpsuit, hood pulled up to hide her face.

The ghost boy sighed, 'Great…Valerie's here to _save_ the day,' he thought.

The female ghost hunter had a gun trained on Danny and Spiderman stepped in front of him, "Hey, he just got rid of the ghosts…they're gone."

"Move freak…I don't know who you are but you aren't coming between me and the ghost boy over there! He ruined my life and he's going down," she charged the gun and was about to fire. When suddenly Spiderman was in her face, he knocked the gun out of her hand, and tied it up with his webbing to the ceiling, all before Valerie could react.

"He's. A. _Good_. Guy." Spiderman reiterated.

Valerie pulled away from him and peered over his shoulder, the ghost was gone. She whipped back to Spiderman, "You helped him escape! Next time we meet…I'm shooting you too!" she said in a huff as she exited the restaurant.

Spiderman sighed, "I guess Danny and the others were right about ghosts…hey, that's weird…Danny Fenton has the same name as Danny Phantom." He thought about it but then shook his head, 'Nah, not possible.' Spiderman could hear sirens in the distance and he set off, cops didn't seem to like him.

((Five Star Hotel, New York City))

Vlad frowned at his computer screen. He had gotten Skulker to plant cameras around the Nasty Burger so he could watch the fight. Thenhe had also asked for one camera on Danny to watch from the boy's point of view. Frankly he was slightly ticked at Skulker for trying to kill the boy but he had gotten over that rather quickly when the being known as Spiderman had actually shown up. "I thought Spiderman lived in New York…why is he in Massachusetts," Vlad muttered to himself.

He sighed and leaned back in his chair, "Well…this will certainly prove interesting…and it may just help me get Osborn on my side."

He smiled at that thought and glanced out of the window. Vlad had chosen this hotel because it had a glorious view of the OsCorp building. His grin widened, "Yes…Spiderman and Danny Phantom…together. This will prove most interesting indeed. But first…I think I should give someone a call."

((Kaufman Hall, Hartman University, Stanley, Massachusetts))

After the group had finally found themselves amongst the crowd they had decided to head home. Everyone was strangely quiet but none of them knew the reasons for the others silence. As soon as they arrived Gwen and Valerie headed back to their room. Peter headed off as well and this left Sam, Danny, and Tucker to talk. They stayed outside the dorm hall, staring up at the starry night sky. As soon as the coast was clear Sam and Tucker turned to Danny expectantly, "So…what happened?" They both asked at the same time.

Danny laughed, "Well I trapped them all…but I had help."

"From another ghost?" Sam asked.

"No, Spiderman."

"Dude, you met Spiderman! Did he have eight legs," Tucker asked.

"No Tuck, he looked pretty normal to me…well except for the whole shooting webs and sticking to the ceiling."

"Wow…that's crazy. I thought Peter said he was in New York City."

Danny shrugged, "Well…he's here now. But I'm not really worried about Spiderman…I'm more worried about why Skulker, Ember, Lunch Lady, AND Johnny 13 were here."

Sam and Tucker exchanged looks and shrugged, they didn't know what to make of the seemingly random attack. "Didn't they something about it being a graduation present?"

"Do you think it could be Vlad," Danny asked.

They shrugged again. A clock tower, located on campus, chimed nine o'clock, and Danny turned to head back to his dorm, "Well…we'll worry about it tomorrow. We have class and I have an early morning one."

"See ya' tomorrow Danny," Sam said as he walked off.

((Room 102, Kaufman Hall))

Peter stared up at the ceiling, 'Danny Fenton…Danny Phantom…could he really be one in the same.' He couldn't tell for sure. For one, Danny had been the last to leave the Nasty Burger so he could have easily snuck to the side and changed. Then there was the fact that when Peter had met with them in the crowd he had already been there. 'Although that doesn't confirm anything…I just wish I knew why the ghosts were attacking that place…it seemed so random…'

His thoughts were interrupted as his roommate opened the door and walked in. Peter sat up in bed, "Hey…I guess you were right…those were ghosts."

Danny smirked, "Yeah…welcome to my life. I just hope my parents don't find out about it or they'll be up here within a week."

"Those things were freaky though…especially that shadow one."

"Yeah," Danny muttered as he thought back to the battle.

_Sam dragged Peter out (Peter protesting the whole way) Danny silently thanked her. He then turned to Johnny 13 who was laughing, "Well, well…so I see you're at college now…you know I never got to go to college, punk…but here's a little graduation present…Shadow…GO!" Johnny's shadow warped and stretched until it became the resemblance of a person._

Danny's eyes widened and Peter noticed the expression, "What?"

"You mentioned the shadow ghost…but the shadow ghost didn't appear until after Sam dragged you out. And come to think of it…you keep mentioning the 'ghosts' as plural…Johnny 13 was the only ghost there before you left."

Peter winced, 'Bad move Pete…you're only here a day and he's going to figure it out…but wait,' "I thought you were right behind me and Sam…how'd _you_ see the shadow ghost…and how did _you_ know there was more than one…or even know its name?"

Now it was Danny's turn to mentally curse himself. The two boys stared each other down for a minute then both fell back on their beds, "Dammit Peter/Danny."

They both then sat up, "YOU'RE SPIDERMAN/DANNY PHANTOM!"

* * *

_To Be Continued_…

AN: Alright…no one got the references…but that's okay…they were pretty stupid. Anyways, what'd you think of the chapter? Enough action/suspense? Please review and tell me what you think. I think this may be the first fic I've had where I got so many reviews for just the first chapter alone! Tune in soon for chapter 3!


	3. Of Roommates

Disclaimer: I don't own Spiderman or Danny Phantom Stan Lee and Butch Hartman own them, respectively.

* * *

((Room 102, Kaufman Hall))

Normally when one meets a stranger they cautiously ease into a relationship.One shouldstart with an exchange of names, discuss likes and dislikes, and THEN move into secrets.

However, for Danny and Peter, they had skipped straight to the 'Let's share our darkest secrets' part of a relationship…and they hadn't even known each other for a whole day. The two hadn't _meant_ for it to happen…it just did. Of course, when your secret is being a superhero and the person you're hiding it from HAPPENS to be a super hero too…one can understand why it would be hard to keep it a secret for very long. Well, maybe Danny and Peter didn't see it that way:

'How could I have been so _stupid_? Good job Danny...you can't even hide your secret identity from a person you've known for less than twenty-four hours. You can keep it from your parents but the first stranger you see you pour your secret out too,' Danny mentallyscolded himself, head planted in his hands which were propped up by his knees. He was sitting on his bed in this position and not paying any attention to his roommate…who a) knew his secret and b) was Spiderman…although Danny was dwelling more on the first part of his problem than the latter.

Peter's thought pattern was pretty similar, 'Peter you are such an _idiot_. You've had a roommate before this and kept it a secret…how could you be so stupid as to let it slip about seeing the battle? Of course you didn't know HE was at the battle too. That's not the point…what if he tells someone…it was bad enough when Green Goblin knew…I don't even KNOW this guy!'

Peter was sitting on his own bed, legs crossed, and staring up at the ceiling. Both sighed simultaneously, "You just better not tell anyone else," they both said.

Danny looked up and Peter looked down, their eyes locking. "Why would I tell anyone you're secret identity? At least you're all human…I'm half ghost! My own parents would probably hunt me down!"

"Human? I shoot webs from my wrists…since when is that human?"

"Look I barely know you…for all I know _you_ could be the one who sent the ghosts after me."

"Hey! I didn't even _know_ ghosts existed before today and on that note how do I know you're a good ghost?"

"Uhm, hello I FOUGHT the other ghosts."

"SO DID I."

"Oh…good point."

The two were silent for a few minutes, then Peter sighed, "Look…let's just accept the fact that we're both 'good guys,' and move on to the more important questions."

"Which would be," Danny groaned.

"What are you?"

The half ghost sighed and ran a hand through his hair, a nervous habit of his, "I'm a half-ghost. A couple of years ago when I was 14 my parents built a portal to ghost zone. It didn't work for them though and they just kind of gave up on it," he laughed. "Then my friends convinced me to go in and check it out for myself. Being the curious kid I was I decided to do it. I walked in and accidentally triggered the on switch because next thing I knew I was turning invisible and phasing through solid objects. Of course the weirdest part was having my hair turn white and my eyes glow green."

"THAT was the weirdest part?"

"Well it was the first thing I noticed! So what's your story?"

"Well unfortunately I don't have your experience with powers. My 'accident' happened only a few months ago. I was on a field trip with my classmates to see this exhibit on spiders. They had a few genetically altered ones and one of them got loose. Strangely enough the spider decided me, of all people, would make the best snack and took a bite outof me. I went home pretty woozy and the next day I woke up sticking to random things and shooting webbing at lunch trays. I even dodged this one guy's fist without even blinking."

"You got beat up too?"

"All the time," Peter muttered darkly.

"Man do I feel you…luckily for me I could escape my locker whenever Dash shoved me in."

"Yeah…_lucky_ you."

"Hey! My powers aren't all fun and games! The majority of the town hates my guts because of a fiasco a few years back that got me labeled as Public Ghost Enemy Number One!"

"You think YOU have it bad…try being hated by the majority of the population of New York and then having to turn around and hand in pictures of yourself so you can get a pay check from someone who is spreading said bad publicity."

"Ouch."

"Yeah…ouch," Peter said sourly.

((Five Star Hotel, NYC, New York))

Harry sat at the bar of the hotel with a number of shot glasses around him. He had used his fake ID to obtain the alcohol and the sweet liquid running down his throat made him feel really good. He _would_ be at home doing the same thing except Vlad Masters had called him to the hotel on "Urgent Business" So he was now at the bar waiting for the elder man to meet him, "He asked me to come here…so why the hell am I the one waiting," he muttered.

"Cheer up old chum. I promise you it will be worth your time," Vlad whispered in his ear.

Harry sat up straight and turned to the old man who was standing beside him. He was dressed in his usual business suit and had a silver laptop under his arm. "I have some footage that may interest you…you said you were looking for Spiderman, correct?"

Harry raised an eyebrow, "What do you have? SHOW ME!"

"Quite boy…do you want the whole bar to hear," Vlad asked. "Come, to a more private booth."

Vlad led Harry to a private booth in the back of the restaurant. When they were both seated Vlad opened his laptop and turned the screen so that Harry could see it. He then opened the video file and clicked so that it would play. Vlad had spent a great deal of time editing the footage together into a comprehensible movie, he had just finished it up while Harry had been getting himself drunk at the bar.

Once the video started Harry couldn't pull his eyes away. At first it hadn't interested him because he thought it was just some weird movie featuring a white hairedguy getting pulverized by a group of transparent figures. That is until Spiderman had swung in and rescued the white haired person. He clenched his fists as he saw Spiderman pretend to be a hero and fight off the beings. When the video clip finished Harry's eyes locked onto Vlad, "How did you get this? WHERE IS HE?"

Vlad shut the laptop, "What did I say about yelling boy? I'll tell you where he is…at a price of course."

Harry slumped in his seat, he knew there had to be a catch, he should never have mentioned Spiderman to this man. He thought of his father, what would he have done? Would he have given in? 'Of course if he was here you wouldn't be in this mess anyway,' a voice whispered in Harry's mind. Harry clenched his fist tighter and glared at the man, "What do you want? What do I have to give to have that bastard's head on a platter?"

The business man's smile sent shivers down Harry's spine, "I want you're company of course Harry. I want Master's Industries and OsCorp to merge. However, I _will _bargain with you Harry…since I know just how much your father's business means to you. I'll let you keep your shares of the company. All your employees can stay on…I just ask for a few things."

"And what would that be?"

"One. I want one of your top scientists to help me with a little side project _and_ you can't ask any questions about it or _any_ of my projects for that matter. Two. Some of Spiderman's DNA…his powers intrigue me and I want to know how they work. Three. A press release of our merger by next week. Four, and my last request, that my name comes first in the name of our merged companies."

"And what exactly is the name of our merged company," Harry managed to ask through gritted teeth.

"Master OsCorp, of course."

((Room 102, Kaufman Hall))

"This thing actually catches ghost," Peter asked, examining the Fenton Thermos.

"Everything my parent's make catches ghost…or destroys them. Well everything except the Fenton Anti-Creep Stick," Danny said. Peter raised an eyebrow and Danny laughed, "Trust me…you do NOT want to know."

"You trapped the ghosts we fought from earlier in here right?"

"Yes," Danny said. "Now I just need to figure out where to release them at…I mean usually I'd toss them back into the Fenton Ghost Portal…but that's all the way back in Amity Park…not exactly in easy flying distance."

"Didn't you think about that before you applied to college here?"

"To be honest I was hoping the ghosts would leave me the hell alone while I was away," Danny muttered.

"Obviously that didn't happen…but why would they come all this way just to attack you…I mean if the ghost portal is so far away and that's their only way out."

"I hadn't thought of that," Danny said. "Oh man."

Peter raised an eyebrow, "What?"

"It has to be Vlad. For some reason he sent them after me. They did say it was a graduation present."

"Vlad?" Peter asked. Danny opened his mouth to answer but a blue wisp floated out instead and Peter looked up at the ceiling as his spider sense went off.

"Trouble," they both said at the same time and at just that moment three familiar old vultures floated down from the ceiling.

The leader of the birds, wearing a fez, barely looked at the boys before turning to his comrades, "There it is fellas"

Danny stepped in front of Peter and transformed into his ghost form, "What do you three want? More importantly what does _Vlad_ want?"

"What's that phrase you kids use? Oh yeah, none of your bee's wax," the lead vulture said and motioned with his beak to his two friends. The two other vultures dove at Danny and drove him out of the room, phasing through the window.

The lead vulture now turned to Peter who still held the thermos, "Now if you'll be a good human and hand over that thing I'll be on my way."

Peter looked down at the thermos then back at the bird, "First off, _no_ I won't hand it over and second," Peter lifted his left hand and squeezed it, sending a string of web at the vulture, sealing his beak shut, "I'm not exactly your average human."

The vulture went transparent for a second and the web fell off. Peter's mouth dropped open, "Bad move kid," the vulture said. The vulture extended his claws and flew at Peter and going transparent, the two phased through the window just as Danny had a few seconds earlier.

Speaking of Danny, he was engaged in an arial battle with the two other vulture ghosts. They swooped at him with their talons but Danny dodged to the side and blasted back at them with his energy blasts. It clipped one's wings but the other screeched and managed to rake Danny's shoulder. Danny cried out in pain and blasted at the vulture again. The vulturecircled backand tore into Danny and the two went spiraling down to the earth.

Peter's vulture, as soon as they were outside, released him and clawed at the spider themed hero. Peter back flipped away from the claws and jumped up into a nearby tree. The bird flew up at the tree and Peter fell backwards, avoiding the bird, and stood upside down, his feet sticking to the branch (he was barefoot so it worked).

The lead vulture spun mid-air and flew at him again. Peter shot out a line of web and swung for the Kaufman dorm building. He landed on the wall and started to climb his way up. 'Luckily its kind of late and everyone's inside,' he thought as he flipped up to the top of the roof.

The vulture, wasting no more time, flew at Peter again, "Give me the thermos boy!"

Danny heard the screech and looked down, he had managed to pull out of the dive the vulture had caught him in, "UP HERE!"

Peter looked up to find Danny Phantom floating above him. Peter looked back to the vulture coming at him. Peter dove out of the way of the attacking bird. When he landed he hurled the device at Danny. The ghost boy reached for it but he had forgotten about the other vulture. The other vultures flew down and caught the thermos in his claws. "Ha ha!"

"Not so fast," Peter shouted, shooting a web line at the thermos. The bird squawked as Peter pulled him down but then the bird came to its senses and merely phased itself and the thermos from the web. Peter's web fell uselessly to the ground and the bird trio flew off. Danny landed on the roof and transformed back to his normal self, putting a hand to Peter's shoulder, "I blew it," Peter mumbled.

"They're ghosts…don't worry…I have plenty of thermoses. Besides…Skulker and the others usually escape again anyways…it's the vicious cycle that is my life," Danny said with fake cheer.

Peter sighed, "I guess. I'm just not much help with ghosts…it's like my powers have no effect on them."

Danny smirked, "Maybe I can help with that. I did manage to sneak some of my dad's better weapons here with me incase I did run across ghosts."

"How'd you manage that?"

"You don't know my dad," Danny said, rolling his eyes.

* * *

_To Be Continued_

AN: How about that? Danny and Peter make a great team, ne? I love all the reviews I'm getting for this and am glad so many people like it. Also, since this is the author's note, I thought I'd "note" that each chapter will have a one word 'S' title. For example the first chapter was aptly named "Start" while chapter two was "Setup" since it 'setup' the story and stuff. This was titles "Special" because Danny and Peter discuss their "Special" abilities. Thanks for tuning in and please leave a review for me!


	4. Of Help

Disclaimer: I don't own Spidey or Danny but if I did it would be sweet!

* * *

((Room 102, Kaufman Hall))

Peter sat on his bed, watching curiously as Danny tossed one strange object over his shoulder after another. Danny was seated on the floor, a large black trunk with a "No Ghost" sticker on it sat in front of him (think Ghostbuster's logo only with a Jack Fenton Ghost doodle).

"Uhm, Danny…what are you looking for? And what is all this," Peter asked as he dodged a metallic boomerang. Peter blinked as it circled back and nailed Danny in the back of the head causing Danny to shout in pain and rub the large bump on his head, "On second though…do I really want to know?"

Danny picked up the boomerang and shoved it back in the truck and glanced over his shoulder at Peter, "Well…this is a trunk of some of my dad's more competent ghost hunting equipment. Like I said earlier I snuck it out just in case of emergencies. I usually don't need this stuff but sometimes Sam and Tucker like to help me and it comes in handy. Course with your powers these weapons will probably be twice as effective so I'm looking for something that's compatible with your powers."

"Wait…Sam and Tucker, those two from earlier at the Nasty Burger? They know you have super powers," Peter asked.

Danny blinked in surprise, "Uhm…yeah. Don't you have anyone that knows about your secret identity or helps you out?"

Peter looked to the ground, "No. Someone found out once but it ended badly for all my loved ones. If they know they get hurt."

Danny was silent. He knew he'd said something wrong and wondered briefly what had happened to cause Peter not to trust anyone…not even his own friends. He realized he'd better change the subject, "There's bound to be something in here that will suit you. It can't all be junk."

Peter sat up, he had time to dwell on his past later, "So what do you have in there that might help me a bit against these ghosts?"

Danny dug a bit deeper into the trunk and then sat back, holding a pair of thin black gloves, "Well we have the Fenton Ghouloves," he said rolling his eyes at the name. "Their based off of my dad's Ghost Gauntlets except their lighter, smaller, and easier to take off. But they still pack the same punch and they enable the wearer to capture ghosts."

Danny handed them to Peter who smirked, "So I can hit them now. It's a start."

Danny nodded, "There's also some boots to go with it…the Fenton Boo-oots." Danny handed the pair of boots to Peter who set them aside as well.

"What's up with the name?"

Danny rummaged through the trunk, "My dad has a few problems and let's leave it at that."

"I don't suppose you have anything in there that would enable my webbing to hold on to them, do you?"

Danny bit his lip in thought then an idea seemed to hit him as he dug through the trunk at an even faster rate, "I've got it!" Danny emerged after a few minutes with a tube of what looked like regular suntan lotion in a green bottle. "This is the Anti-Intangibility Cream. I'm thinking maybe you could put some over…well wherever you shoot your webbing from and it should coat your webs with it."

"I guess that could work. Is this cream that effective?"

"Are you kidding! My dad accidentally squirted me with some after he had created it and then for the rest of the week I couldn't phase through anything!" Danny sighed and scratched his head, "Made fighting ghosts very difficult as a matter of fact."

"That's promising," Peter said as he took the bottle from Danny. "Now we just need to test it," he said glancing at his new partner.

Danny sighed and shut the trunk, "I'm not going to like this am I?"

((Secret Lab, OsCorp Basement, NYC, NY))

Vlad stepped out of the elevator and into a spacious room that was about as large as a warehouse. There were numerous computers and other devices scattered about and Vlad could see a perfect place to put his ghost portal. Harry walked up behind him, a scowl on his face, "Well here's your lab. The security for it is top notch and as of now only you, me, and the five scientists you asked for have access to it."

Vlad smiled as he turned back to Harry, "Excellent. Who did you get as the scientists?"

Harry pulled out a clipboard and began to read the names off the list, "I asked Dr. Souichi Tomoe a man from Japan who specializes in genetic research and Dr. Chitose Hibiya, also from Japan, who specializes in robotics and technology. Dr. Jules Brown, an American who specializes in physics and genetic mutation. Dr. Russell Tringham, a German scientist who specializes in both Biology and Chemistry. And lastly Dr. Otto Octavius, an American specialist in atomic physics and nuclear physics along with robotics, he is to be the head scientist for your projects since he has the most credentials."

Vlad took the clipboard from Harry and began to flip through the files of the different scientists that would be coming to work for him, he had heard of all of them and he had even attended a few of their lectures at one point or another. "Excellent. When shall they be arriving?"

"Considering I just contacted all of them an hour ago I would say in a few days or so," Harry muttered. "Just what are you planning that you would need all these people?"

Vlad wagged his finger at Harry, "No, no Mr. Osborne…what was one of our agreements…you don't ask me about any of my projects. Alright?"

Harry sighed and went for the elevator, "I also called the shipping company like you wanted and they'll be delivering your equipment soon. Just make sure you hold up your end of the deal and capture Spiderman!"

Vlad nodded and turned back to his laboratory as the elevator doors shut. Five scientists coming to help him take care of Danny Phantom and Spiderman, the only thing better would be if he could have gotten Maddie in on the project, 'But alas…I can't have everything can I,' he thought as he set a picture of Maddie on his desk.

Vlad turned to his computer and accessed a secret program. If he was going to keep Danny off of his back about his merger with OsCorp he was going to have to keep the boy occupied. He typed rapidly on the computer and then hit enter. He smiled as the message was sent, 'If I'm lucky it will also distract that Spiderman and I can work in peace.'

((The Next Morning; Hartman State University Campus))

Danny pulled on a white tee-shirt over his messy black hair and quickly tied his shoes and pulled the cuffs of his blue jeans down. He was quiet as he slipped out of the room that morning; slipping on a red over shirt and leaving it un-buttoned as he walked out of his dorm.

Danny made his way to the Student Center where he paid for a cup of coffee at the campus's local café. He glanced at the clock hanging behind the counter and sighed, 'I now regret signing up for an early morning class…waking up at seven o'clock is not fun when you really don't have to,' he thought. Danny ached all over after his brief test fight with Spiderman. Luckily all the devices he had picked out worked but the two hadn't gotten to bed until near one in the morning.

Danny sat down; he still had a good thirty minutes before his first class and wondered briefly what his family was doing. 'I'm going to have to make a run down their soon and see if I can snag my dad's Porta-portal,' he thought, sipping his coffee.

"Hey Danny."

Danny looked up to find Sam walking up to him, a paper cup of coffee in her hands. She was wearing a black long sleeve shirt that accented her curves and an ankle length purple skirt that fringed at the bottom around her black boots. Her hair was all down at the moment and fell around her face nicely, hiding the simple silver hoop earrings she wore, "You're up early," she said as she sat down.

"I told you I had an early morning class…plus I had a bit of trouble sleeping last night," Danny said.

"Oh. Does Peter snore?"

Danny opened his mouth to explain what he had been doing but then realized he couldn't go spilling Peter's secret. He remembered how uneasy Peter felt when Danny brought up the subject of telling other people. Even though he knew Sam and Tucker could be trusted Danny understood that Peter wouldn't want him telling his secret for him, "Not really I just had a lot on my mind," Danny said sipping his coffee.

Sam frowned; she could tell Danny was hiding something. She also knew that Danny would probably tell her with time, 'It just better not be anything important,' she thought.

"You okay Sam," Danny asked noticing she seemed a bit angry.

Sam shook her head, "No I'm good. So, what class do you have so early in the morning?"

Danny sighed, "Chemistry. You?"

"Philosophy," Sam glanced at her watch, "Speaking of which I better go. Want to meet up for lunch later?"

Danny nodded, "Sure."

Sam turned to leave when Danny's ghost sense went off. He stood up and grabbed Sam, pulling her back just as a large glowing ax chopped where Sam had been. Sam gasped as a large executioner looking ghost materialized around the ax. As soon as he appeared the students who were there broke into a panic and began running.

Danny's eyes narrowed as he pulled Sam after him, "Come on!"

They ran but the ghost had picked up its ax and was chasing after them. "Danny he's behind us," Sam shouted.

Danny took a quick turn down a hallway and found it to be empty so he phased himself and Sam into an empty closet. Sam sighed in relief, "Better go take care of that thing before it hurts anyone."

"I would as soon as you let go of my hand," he whispered, his ear pressed to the door listening for the ghost. Sam blushed and released his hand and Danny quickly turned into Danny Phantom. Suddenly the door to the closet was ripped open and the large ghost loomed before him.

"Back off!" Danny shouted blasting the ghost. It crashed into the adjacent wall as Danny flew out of the closet ready to fight.

"Danny! Be careful you're going to tear down the building."

Distracted by Sam's shout Danny didn't see the ax coming until it was too late. Danny turned back in time to see the ax coming down straight for his head. He closed his eyes bracing for impact but nothing came. Danny opened one eye to see that the ax was tangled up in some webbing that held it to the ceiling. Crouched on the ceiling was none other than Spiderman, "How many times do I have to save you Phantom?"

Danny shrugged and Sam ran out of the closet, "Are you alright Danny!" She then realized that Spiderman was above them and gasped, "Holy crap its Spiderman!"

Peter smirked under his mask, "Nice to meet you too. Now if you don't mind Phantom and I have a little bit of a problem to take care of."

The executioner ghost had by now freed his ax and swung it at Danny again. Danny grabbed Sam and phased them through the floor. He then reemerged behind the large ghost and blasted it down the hall. Spiderman jumped down to the floor and shot more webbing at the ghost, pinning it to a wall.

The ghost struggled against the webbing but since it was coated with anti-intangibility cream it couldn't phase out. Danny pulled out his thermos and sucked the ghost into its confines before the ghost realized it could simply phase through the wall behind it. Danny closed the top and turned to Spiderman, "Mind taking this back?"

Spiderman nodded, taking the thermos, and headed for a place to change back to Peter. Danny transformed back to his human self and headed off to find Sam. He caught her coming up the stairs and she freaked, "Where's Spiderman? Where's the ghost?"

Danny blinked, "He…uh…he left. Don't worry we took care of the ghost though."

Sam sighed in relief, "That's good." Her face then grew concerned, "But didn't that attack seem really random to you?"

"Not really. More like he was just after us. If it was random he would have attacked the campus in general."

"Do you think it's Vlad?"

Danny scowled, "There's no doubt in my mind that it's Vlad. I just wish I knew what he was up to."

Sam nodded and then looked at her watch, "Uh-oh,"

"What?"

"It's Seven Twenty-Nine."

Danny cursed, "I'M GOING TO BE LATE FOR CLASS!"

Sam watched as he took off at a run and shook her head, 'Danny you're such a spaz,' she thought. As she watched Danny run to class her thoughts drifted briefly to Spiderman, 'I wonder how he knew there was an attack? Maybe…maybe he's someone on this campus!'

_To Be Continued

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_

AN: Well I'm sorry for such the long delay but I did finally update. I got the inspiration after I had the idea to do a futuristic story based on this crossover and my story The Once and Future Phantom. I'm not going to reveal details at the moment because in order to do it I would have to finish up this fic, the sequel for this fic (after the ending I have planned of course I'm going to have to do a sequel or you rabid fans will kill me) and finish TOFP. So a lot of work to do…but in actuality not really considering TOFP is nearly finished. On that note I hope you all had a good laugh at the scientists I picked out. If you don't get the references just don't worry about it because they really don't have anything to do with anything except I'm tired and can't come up with any original names or anything here's where they come from though:

Dr. Souichi Tomoe is from Sailor Moon and is the main villain in the S season. He had a daughter who is also Sailor Saturn and is a mad scientist who experiments (in the manga) with genetic mutation. At this point I'm not sure if this Tomoe is cured of his insanity due to the enemy inside him or not but for simplicity sake we're going to say that this is an AU Tomoe and that the events in SM are null and void.

Dr. Chitose Hibiya is from Chobits and is the partial creator of the persocoms. Of course in this reality she hasn't created the persocoms and I'm merely going to use her name and appearance.

Dr. Jules Brown is from the Back to the Future trilogy and more specifically the third one. He's Dr. Emmet Brown's son (the oldest according to Wikipedia) and in this fic is of course older than just 9 (as he is in the movie I think). I'm not going to say whether the events in Back to the Future happened or not and will leave that to your imagination.

Dr. Russell Tringham is from Full Metal Alchemist. This is probably the most AU character since, being from FMA; he would be in a different world entirely. For my fics sake he's going to be a young guy (early 30's) who merely looks like an older Russell.

And if I have to explain Dr. Otto I will kill you. Just so you know though I'm mostly going to be pulling Otto stuff from the movie version.

Now that that's explained please review my fic and then wait another few months for the update (just kidding about that last part…I hope)!


	5. Of Sinister Things

Fear me for I am...DISCLAIMER: Just a reminder…Spidey and Spooky (aka Danny)…are not owned by moi…which is probably best for all our sakes (shifty look).

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((Room 201, Kaufman Hall)) 

Valerie unconsciously played with a strand of her long wavy hair as she stared at the computer screen before her. Her mind drifted to the long strand of hair between her fingers as she contemplated cutting it shorter, 'After all,' she thought, 'sometimes having all this hair gets in the way of my ghost fighting.'

She sighed as she scrolled down the webpage she was on and then scowled, there were no new emails from Vlad with tips on ghost sightings. The last email she had received from her still mysterious benefactor had been well before graduation; suggesting her to go to college at Hartman University since it was, quote, "a paranormal epicenter." Valerie had checked for such rumors and found had found none but Vlad had reassured her there would be ghosts. To her amazement he had been right (once again) and Valerie had come in contact with some familiar spooks from her hometown of Amity Park.

Valerie clenched her fists, she couldn't believe Spiderman had interfered and made it so the ghost kid got away. If one ghost ticked her off it was that blasted kid ghosts…although to be honest he wasn't much of a kid anymore. 'You wouldn't think ghosts age,' she thought baffled. Suddenly a screen popped up and Valerie clicked it, opening her mail box:

* * *

_Dear Valerie,_

_I hope my tip off on the ghost activity at Hartman paid off. I am writing you because I have heard from my sources that Spiderman has also appeared in the area. We have reason to suspect that he is in cohorts with the ghosts and so he must be stopped at all costs. Keep an extra eye out for any strange activity and alert me ASAP._

_-Vlad

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_

"Hey Val! What's up," a cheerful voice said from behind her.

Valerie spun around in her chair to find her roommate, Gwen Stacy, standing behind her. She was wearing jeans and a tight red shirt; a towel was draped around her neck and her blonde hair was plastered to her face from having just got out of the shower. Gwen smiled, "Reading an email from your boyfriend?"

"No! It's from an acquaintance."

"Right," Gwen said rolling her eyes.

Valerie reached behind her and clicked the window on the screen closed, "What do you want anyway?"

"Can't I talk to my roommate?"

Valerie was tempted to say no but then she recalled the conversation they had had last night at the Nasty Burger, "Gwen can I…ask you something?"

Gwen, who was now running a brush through her hair, turned to her roommate, "What is it?"

"What can you tell me about Spiderman?"

((OsCorp Secret Labs))

Vlad set his clipboard down and smiled at the five renowned scientists that stood before him. He was mildly surprised at how young some of them were but it also made him slightly happy, 'After all,' he thought, 'it is often the young ones who turn out to have the most unique ideas.'

Strangely enough the first to arrive had been the youngest of the selected team, Dr. Jules Brown. A young prodigy he was merely 23 years old but already had a doctorate in his field. He had handsome features—with his brown eyes and messy brown hair. Despite his youth he was very serious about everything and had already developed a few blueprints for Vlad to look at.

Next was the sole female member of the ensemble; Dr. Chitose Hibiya. As a denizen of Japan she was very polite and had a calming aura about her. She, too, was rather young, being only 37. Her hair was long and black as midnight—which seemed to bring out the dark blue that tinted her eyes.

Dr. Souichi Tomoe, the other scientist representing Japan, had arrived with Dr. Hibiya. HE had short white hair and wore large glasses that seemed to give a strange gleam to his amethyst eyes. He was about Vlad's age and had a mysterious aura about him.

Arriving shortly after had been Dr. Otto Octavius; a short man with a goofy smile he seemed very kind and willing to do anything for the project. His brown hair was short and his brown eyes twinkled with delight whenever he spoke about science.

The last to arrive was Dr. Russell Triingham who was the next youngest compared to Dr. Brown, yet unlike his serious colleague, Dr. Triingham was very arrogant for someone 27 years old. He had blonde hair and brown eyes and had a smirk on his face—as if he thought he knew all the answers.

Frankly Vlad couldn't be more pleased with the team he had gathered, "I'm glad you're all here. So, shall we get down to business?"

The scientists agreed and followed Vlad into a conference room that was adjacent to the lab.

((Hartman Univ. Campus))

"Look Jazz can you just _try _and deliver that stuff before you head back to Harvard…yes I know but it would be weird to call them and have them bring it…no I can't do that either…just do it okay…please…_PLEASE_…thanks Jazz you're the best," Danny said as he hung up his cell phone.

"Hey, Danny," a voice said and Danny turned to find his best buddy, Tucker, walking up to him, PDA in hand.

"Is that thing attached or what," Danny asked.

Tucker rolled his eyes, it wasn't the first time he'd heard that joke, "Very funny Danny. You know this 'thing,' as you call it, has saved us countless times."

Danny put his phone in his pocket, "Yeah, whatever. Where are you heading?"

"Class. Unlike _you_ I wasn't stupid enough to sign up for an early morning on."

"Shut up Tuck."

Tucker laughed, "By the way, I heard Spiderman was spotted on campus…with a few ghosts." Tucker paused and looked at Danny seriously, "Busy already?"

Danny glanced around to make sure no one was near, "Yeah. I don't know why this ghost attacked but I'm worried it has something to do with Vlad."

Tucker frowned, "Do you think Spiderman is in on it…like Valerie?"

"Nah…Spiderman helped me out with both fights…he's good."

"If you're sure man," Tucker began but stopped when a group of girls walked by, giving Tucker and Danny _looks_ before giggling and hurrying away in a bunch of whispers. Tucker smiled, forgetting about Danny's ghost problems, "And I'm _sure_ I LOVE college! Have you seen all the hott babes! Plus, since we're from out of state, we can start with a clean record…no one here KNOWS us!"

The ghost boy smirked but decided not to comment, "Tucker you have a one track mind…and don't you have class?"

Tucker glanced at his PDA and nodded, "Yeah its ten thirty so I better go." Tucker stood up and was about to leave when he remembered something, "Oh yeah. That roommate of Sam's…Gwen…she wanted us all to meet her for lunch…care to join?"

Danny shrugged, "Sure."

"Sweet! Mind telling Peter for me? You'll probably see him sooner than I will," Tucker said on his way to class.

Danny watched his friend leave and he wondered if Peter had class now or not, 'Guess I better go try and find him.' He stood up and started to walk around campus—to find Peter and to just think.

((OsCorp Secret Labs))

Vlad stared out the window that looked out onto the lab floor.—this was his private office (and where he was planning on setting up his ghost portal). Currently, however, the billionaire was scheming. The scientists working for him were brilliant, to be sure, but he knew none of them would go to the depths he needed them to for what he had in mind.

'First things first…I'll have to start hiring people who can handle the superheroes…and possible acquire a few things from that _idiot_ Jack."

Unfortunately for Vlad there were no 'Help Wanted' ads for villains. However Vlad had sources and he knew where to look for the people he needed; after all he did it all the time in the Ghost Zone.

'Time to put a few more people on the pay roll…but first I think I need to contact a few more ghostly associates to keep an eye on Daniel and his friends. If he finds out of my recent activities he may grow suspicious.' Vlad turned his back to the window and opened up his laptop then began to tap into its special functions.

((Administrations Department, Hartman Univ.))

Peter sighed impatiently as the secretary continued to ignore him. He was there to fix up his schedule and had been told to wait…over fifteen minutes ago—judging by the fact that the clock read eleven. He leaned his head back against the wall and sighed again, causing the secretary to look up from her work with a huff.

Before she could reprimand him or say anything the door opened and a tall girl walked in. She had long, straight black hair that fell to her mid back and a few strands around her face were streaked with blue dye which complimented the pale blue of her eyes. She was curvy and had a very seductive shape which was accented by the way her black halter top and dark blue jeans that hugged her hips but flared at the bottom; revealing silver toed boots. She appeared to be a few years older than Peter and she ignored him as she went straight to the secretary, "Excuse me. I'm here to make sure all my files transferred properly."

The secretary looked up, "Name?"

"Erin Melody Burr."

The secretary popped her gum and began to type. Peter scowled, he had been waiting for fifteen minutes and the secretary had blatantly ignored him, 'It's worse than at the Daily Bugle.'

"You're supposed to be a Junior right," the secretary asked.

Erin nodded, "Yeah…where can I move my stuff? I got a truck waiting outside."

The secretary glanced at the file, "It appeared you've been given a position as RA of Kaufman Hall."

Peter perked up at this bit of information but didn't say anything. "Cool," Erin said. She took a lolly-pop from the woman's desk (a blue one) and stuck it in her mouth, "See ya."

The secretary waved and then went back to work. Peter stood up and strode over to her desk, "Excuse me!"

((Hartman Univ. Campus))

Danny walked slowly back to his dorm. After a night of ghost fighting, a morning of ghost fighting, and then an early morning class, Danny was dead tired. Due to lack of sleep he didn't noted the woman he run into until it was too late.

CRASH!

The woman fell backward but Danny managed to stay on his feet, "I am so sorry!" He helped the woman pick up her papers and she smirked as she took them.

Danny blinked, the smirk looked familiar but he couldn't place it. He shook this feeling off; he had never seen this strawberry blonde woman with green eyes and glasses before in his life. "No problem…it was only an accident," she said in a faux cheery voice that sent shivers down Danny's spine.

Danny handed over the papers and she stuffed them into a briefcase labeled 'Prof. Sylvia Pecktrah.'

"Bye," she said as she walked off, her heels clicking.

Danny scratched his head, "That…was weird."

((OsCorp Secret Labs))

The room was extremely dark and the only light cam from a desk lamp that only illuminated Vlad's face. Across from him stood two figures; one was extremely large, roughly six feet, five inches tall, while the other figure was slender and petite (about a foot shorter than the other figure) standing at about five feet even. Any other distinguishing features were lost in the darkness that encompassed the room.

"So you understand my directions," Vlad asked.

The shorter figure nodded, "Yes. Keep Spiderman and Danny Phantom occupied by any means necessary," the voice paused but continued in a reluctant tone, "other than their deaths." The voice was light and distinctly female with a hint of an unrecognizable accent.

Vlad smiled, "Good. I hope you don't disappoint me Calypso," he paused here and glanced at the large figure, "and what of your friend?"

The woman, Calypso, smiled in the darkness. The numerous bracelets she wore jingled as she put a hand on the large one's shoulder, "Don't worry…Kraven listens to me."

The other figure, now identified as a man named Kraven, snorted.

"Good…you can go," Vlad said turning in his chair.

The woman bowed curtly and, followed by Kraven, left the room…they had work to do.

_To Be Continued…

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_

AN: I was reading through the past chapters of this and I realized that in Chapter one I had Stanley (city the college is located in) set in Michigan but in the next chapter I say it's in Massachusetts. For simplicities sake we're going to go with MA…because I said so.

Anyways I hope you enjoy this story…even though I'm bad with consistency…and spelling…and grammar (Lord why am I writing then). I hope you know that this chapter set up a lot of the 'subplots' I have planned for this story…including the introduction of some minor villains. My consultant pointed out that I should use Spidey villains as well as Danny villains so here's two for you (expect more). NOW REVIEW!

Any complaints will most likely be ignored…TA!


	6. Of Relationships

Disclaimer: I own nada, nothing, zip, zero...you get the picture.

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((Raimi Cafeteria, Hartman University)) 

After finally getting the secretary to listen to him Peter was able to meet his new friends for lunch. At first he was a bit wary of eating in a school cafeteria due to the nasty food in high school but when he entered the university's dining facilities he realized that the food of college was much different…and better.

He looked around the large facilities for his friends and saw quite a few people eating and chatting quite contentedly, however he didn't see anyone he really knew. He was about to go further into the cafeteria when he felt a tap on his shoulder. Peter turned around to find Gwen standing behind him smiling brightly, "Glad you decided to show up…Valerie and Tucker are already at a table and Sam and Danny are on their way I think."

Gwen led the way to the table while pointing out all the different sections of the cafeteria that served different types of food…everything from Mexican and Chinese cuisine to a deli and even a special section for Vegetarians plus numerous other food sections that Peter couldn't quite identify from a distance but they all smelled delicious. Needless to say the Raimi Cafeteria was very diverse and would be a great place to catch a meal.

They reached the table where Valerie and Tucker were seated and where they were in the midst of a conversation when Gwen and Peter reached them and they both abruptly stopped talking and blushed furiously. This piqued Gwen's interest and she sank into a chair across from Valerie with her baby blue eyes full of curiosity, "So…Val. What were you and Tucker talking about?"

Valerie looked away from her roommate, "None of your business," she said fiercely.

Tucker, looking very embarrassed for some reason, looked to Peter, "Have you seen Danny?"

"He had a class early this morning and I haven't seen him since then," Peter said as he took a seat by Gwen.

"Well I don't know about you guys but I'm hungry and tired of waiting for everyone…I'm getting some food." Tucker stood up and looked to Valerie, "Do you…want anything?"

Valerie smiled but avoided Tucker's eyes, "Uhm…yeah I'll come with you."

The two left and Gwen and Peter sat in silence before Gwen started laughing. Peter looked at her curiously, "What are you laughing about?"

"Isn't it obvious? Those two are SO into each other," she said flipping a strand of blonde hair over her shoulder.

"Who's into whom," a voice asked coming up behind Gwen and Peter.

The two looked up to see Danny and Sam approaching them with trays of food. They had decided to get food first and then look for their friends. Gwen smiled at her roommate and Danny, "Valerie and Tucker of course? How can you not see it?"

Danny dropped his tray full of food but Peter managed to catch it before it hit the floor. Sam raised an eyebrow at Peter's quick reflexes but simply sat her tray down with a grim face, "What makes you say that? Valerie never gives Tuck the time of day."

"Obviously you haven't been watching them closely enough…are you _sure_ they didn't pay attention to each other in high school?"

Sam shook her head, "No. Valerie and _Danny_ have more of a history than Tucker and Valerie."

"SAM!" Danny protested, taking a seat after having retrieved his tray from Peter.

Sam rolled her eyes, "Don't deny it NOW Danny! You were head over heels for Valerie in ninth grade!"

Danny sighed, "Okay fine. But still, after…the incident in junior year you know Valerie and I didn't quite see eye to eye."

"You mean she dumped you," Gwen asked with a smirk.

"NO!" Danny and Sam shouted together. Gwen giggled causing the two to blush. Danny continued, "No…we never went out…officially anyways. Valerie and me…after junior year…we just decided to remain friends…but even that's hard since she doesn't quite trust me anymore."

Sam gave Danny a concerned look but knew she couldn't say anything with Gwen and Peter there. The incident their junior year had changed all of their relationships. However the idea that Tucker could be…_falling_ for their pseudo-friend was very questionable. 'After all…Tucker saw what happened then…how can he possibly think of being with Valerie,' she thought to herself.

The group was silent for a bit before Gwen decided to change the topic, "So how have everyone's classes been?"

The conversation, now safe from any drama, continued until Tucker and Valerie got back and the six friends started discussing their plans for the rest of the week.

((Top of Molina Science Building, Hartman University))

Not many people would think to look a top a science building for someone but this building's roof was being used as a sort of base of operations for two very strange and different people. One of the people a top the roof was a short woman with silky dark chocolate skin and intense pale blue eyes. She had tribal tattoos on her bare arms and two black lines on her face under her right eye. Her hair was pitch black and fell just past her shoulders in cascading waves. She was very beautiful but in an extremely exotic way.

The woman wore a long sarong wrapped around her waist and fell to her ankles; which were covered in a good twenty silver anklets and her feet were bare. The sarong was dark green with black swirls painted onto the fabric. She wore a halter top that was orange with black tiger stripes over it and it was cut to where it showed her abundant cleavage and well toned mid-drift. The tribal tattoos on her arm went from her shoulder down to her wrists and were about as intricate as the swirls on her sarong but partially covered by the numerous silver bracelets she wore.

To compliment her exotic, wild appearance the woman wore a necklace of animal teeth around her neck and her grin matched the necklace in that it, too, was very feral, "So how is the prey shaping up Kraven," she asked in a bored tone, her voice was light and held a strange accent behind it that was hard to identify.

The other person on the roof drew his attention away from the buildings he was looking at and back to the woman. He was extremely tall and had pitch black hair and pale white skin. His face was gruff and he had a goatee and mustache combo and piercing black eyes. His muscles were huge and bulging and were revealed quite nicely beneath his open vest made from an actual lion's pelt; the collar of which was the mane of the lion. Around his wrists were strips of zebra hide and his pants had leopard print on them (quite possibly from an actual leopard). Although his hair was slicked back he was much wilder looking than his companion.

He stood up with a feral grin on his face, "I think the hunt is about ready to begin Calypso. My prey is feasting at the moment and now would be the perfect time to observe him in his natural habitat," he said in a thick, Russian accent.

Calypso nodded, "Should I send someone so that you can see more of their abilities? We still don't know which student is Spiderman either."

Kraven scratched his bearded chin for a moment, pondering his tactics, then nodded, "Yes…I would like to see how they handle themselves before fully giving myself over to this…plus it will be a good way to draw them out into the open so they are easily accessible."

The woman smiled that feral grin of hers again, "Then you might want to step back a bit Kraven dear. I have work to do." She pulled a few vials of unknown substances from her sarong and then calmly jumped off the side of the building, disappearing with out a trace. Kraven knew what that meant…it meant she was off to perform one of her rituals and for a moment he wondered what she had planned. Then he shrugged it off and went back to observing his prey.

((Raimi Cafeteria, Hartman University))

Danny groaned. He couldn't believe the conversation had turned to THIS.

"IT'S JUST SICK! THE WAY THE FARMERS TREAT THE ANIMALS IS INHUMANE AND THEN THEY JUST EAT THEM AND YOU DON'T EVEN USE ALL OF THE PARTS," Sam shouted in outrage.

To be honest it had been Peter's fault for brining up the topic of Sam's choice of food. Tucker, being a strict carnivore, had then brought up several points against vegetarianism and the argument had progressed from there. Needless to say the entire cafeteria was watching them now, 'How come I feel like I'm back at high school,' Danny thought bitterly.

"WELL THE ANIMALS SHOULD BE GLAD WE EAT THEM! WE'RE PUTTING THEM OUT OF THEIR MISERY FROM THE INHUMANE TREATMENT OF THE FARMERS," Tucker quipped.

Peter held his head in his hands, obviously regretting having brought this topic up. Gwen was laughing hysterically at her friends antics and Valerie was trying to tune them out by watching one of the main TVs mounted on the walls around the cafeteria…she wasn't having much luck.

"TUCKER HOW CAN YOU SAY SUCH THINGS! NO WONDER YOU'VE NEVER HAD A GIRL FRIEND!"

Instantly everyone fell silent and Tucker's jaw dropped. He opened and shut it a few times before finally clenching his jaw shut and standing up. He glared at Sam, "Oh yeah," he then whipped around to Valerie, "Valerie meet me tonight at seven in the Kaufman Lobby." With that said Tucker picked up his tray full of animal bones (chicken legs mostly) and left. Everyone at the table stared at his retreating form and then slowly all eyes drifted back to Valerie who was dumbstruck.

Danny blinked and was the first to come back to reality (surprisingly), "What…the hell just happened?"

"Wow, Val I can't believe you got a date," Gwen squealed, being the second to recover from Tucker's outburst.

Valerie blinked repeatedly then stood up shakily, "I'll—I'll see you guys later."

She walked off and Gwen chased after her, shouting something about helping Valerie pick out an outfit. This left Sam, Peter, and Danny at the table to ponder what had happened. Sam sighed, "Wow. I've never seen Tuck act like that before…he's never been so spontaneous about asking girls out."

"I don't know if it was that spontaneous. Before Gwen and me sat with them they seemed to be having a pretty serious conversation," Peter said.

Sam and Danny looked to him and he merely shrugged, "That's just what I saw."

"This could be bad though…Valerie IS still hunting me after all for ruining her life with my ghost powers," Danny muttered.

"Danny," Sam elbowed him in the ribs. She couldn't believe he was blatantly talking about his ghost half in front of Peter like this.

"Ow," Danny exclaimed, rubbing his side. "Chill Sam…he knows about _that_."

Sam blinked, "He…he does." She looked to Peter, "He told you? He told you about his ghost powers?"

Peter rubbed the back of his neck nervously, "Uhm…kind of…it's more like I saw him use them," Peter said. It wasn't exactly a lie after all…the first time he had met 'Danny Phantom' had been at the Nasty Burger and then later that night Danny had fought the buzzard ghosts things.

"Danny…can I talk to you for a minute," Sam asked. Not waiting for a reply she grabbed Danny by his sleeve and dragged him away from Peter.

Once they were out of ear shot Sam glared at Danny, "How do you know if you can trust him Danny? You just met him yesterday and you've already told him your part ghost," she hissed.

Danny sighed and gave Sam an equally fierce look, "I can't tell you why Sam but I trust Peter. He's a good guy, I promise. He can be trusted with this I know."

Sam's glare softened into that of a worried frown, "I—I just don't want you to get hurt."

He blinked, it wasn't often Sam showed her softer side. He ran a hand through his hair and avoided Sam's eyes. His face reddened to a blush, "L—look Sam. I understand your concern but Peter can be trusted. I _promise_."

Sam looked deeply into Danny's eyes and then finally resigned, "I trust your judgment Danny," she finally said and grabbed his hand to walk him back to the table.

Danny and Sam made it back to Peter and he stood up, "Well I have another class soon so I better go. I'll see you two later okay," he said.

"Hey Peter," Sam said causing Peter to look at the Goth girl. She smiled and it sent a shiver down Peter's spine, "You better not tell anyone okay."

Peter chuckled at the irony of the situation. He wondered if Sam knew he was Spiderman if she would still be as worried. He couldn't tell her though…he didn't know her like Danny did and he didn't want her getting hurt, "I promise."

((Hartman University Nature Sanctuary))

Hartman University prided itself in its large 'park' at the edge of campus. It was a great place for the science students interested in botany and wild life to earn some credits and for artists and photographers to obtain subjects for their art. It was really secluded and quiet most of the time due to the animals that inhabited it. In the depths of these secluded woods however a sinister force was at work.

Calypso finished spreading the black powder in her hand and pulled out a drum from a large canvas bag she carried. The drum was small and a significant part of her rituals. Calypso began to circle the sprinkled black powder that she had spread around the clearing in an intricate, circular symbol. As she got to the halfway point of the circle the ground below her began to rumble and at this point she began to chat and start swaying to the beat of her drum.

_Anutka tamaneyko malacala ishiyo mooka anutka anutka zootakumalo._

The animals fell silent.

_Anutka, Anutka zootakumalo. Anutka, Anutka risanbool gotango._

The drum echoed through the forest and the rumbling grew louder and fiercer.

_Keigo, Keigo mishika ishiyo mooka. Calarei, Calarei anutka zootakumalo._

Calypso ceased moving but the drum beats seemed to echo around her. She pulled out a knife and plunged it into a rabbit that had been tied up and placed at this part of the circle. Its crimson blood stained its white fur and soaked into the ground.

_Anutka. Anutka. ANUTKA SANU RA!_

Silence fell once more. Calypso stood up and licked the rabbit's blood off of the knife. Suddenly the ground began to shake even worse than before and from inside the circle she had made with the powder numerous deformed and decaying pale white and blue hands shot up into the air. This caused Calypso to smile and quite a few birds in the woods to launch from their trees; cawing in protest at the disturbance she had unleashed. Calypso merely laughed and watched as her voodoo took affect, 'Excellent,' she thought, 'Excellent.'

_To Be Continued…

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_

AN: Just so you know…the language Calypso is chanting in is…TOTALLY MADE UP! XD

Also for those who DON'T know a sarong is a type of skirt that wraps around the waist. They're really cool and I wish I had one.

On another note I included more references to Spiderman things this chapter...the cafeteria is named after the director of the Spiderman movies Sam Raimi. The science building, strangely enough, is named after the man who played Doc Oct in the second moive Alfred Molina!

Anyways I hope you enjoyed this chapter and the next chapter (for you action freaks) should hold some fun stuff…including the effects of Calypso's voodoo spell and possibly Kraven's attack.Stay tuned…but first REVIEW!


	7. Of Zombies

Disclaimer: You know the drill...I hope...

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((Journalism Department, Hartman University)) 

"Augh! What am I going to do!" an angry female voice shouted from behind the doors of the Hartman Newspaper room. The voice belonged to a girl with shoulder length brown, curly hair and hazel green eyes. She was on the short side, standing at 5'3" and wore dark blue jeans and a red baby tee with the words 'Crack Kills' on it in black. She was currently pacing back in forth in front of a very worried looking male and she was obviously fuming. "I can't believe Bemis can't get a shot of Spiderman…OR the ghosts for that matter! There have been at least two attacks so far and we have squat! What am I going to do with the paper Jake!" she shouted turning towards her assistant editor.

The male, who had been watching her pace, cringed. He was taller than the girl, standing at 5'7", although at the moment he was seated. He had long, dark brown hair pulled into a ponytail and blue eyes. He wore long jeans and a jean jacket over a black shirt with silver Full Metal Alchemist cross depicted on the front. He had a pencil tucked behind his ear and was used to the girl's outbursts, besides she was the editor and a senior this year after all…she was used to dealing with crisis…most of the time, "Erica, calm down. I'm sure we can find some pictures soon. If some amateur in New York can get his pictures then I'm sure Bemis can get them as well," he said.

Erica ran a hand through her curly locks, "But the paper comes out in one week! I can't run the stories if I don't have the pictures! Nearly everything is done except that…and your movie review." When she said the last part she glared at Jake and got really close to him, "You _are_ going to get that movie review done soon right?"

Jake laughed nervously, "Uh…yeah of course. I've just hit a bit of writer's block."

"I expect it by tonight Jakey."

"Alright, alright…don't bite my head off," he muttered pulling away from the editor.

There was a knock at the door and Erica stood up straight, a smile gracing her face. Jake sighed; if she was smiling that meant she was back to normal. Their editor was famed as the editor who never frowned…it was rumored that if she killed a staff member she would do it with a grin on her face…Jake wasn't sure if he should be worried about that or not but decided it was too late to worry now.

Erica wrenched the door open and looked up at a guy with short brown hair, "Can I help you," she asked.

"Yes. I'm Peter Parker. I heard they were looking for more photographers for the newspaper staff...I was wondering if that was still true. Is Mr. Kent in?"

Erica shook her head, "No the advisor's out for today. But I might be able to help you, my name's Erica Sheldon, I'm the editor." She held the door open for Peter and motioned to Jake, "That's Jake Paulson…he's the assistant editor."

Jake smirked, "Hey."

Peter nodded his head, "Nice to meet you."

Erica plopped down into a rolling chair and smiled up at Peter, "So did you bring some of your stuff…any recommendations or the like?"

Peter pulled out a portfolio he had gathered together and handed it to Erica, "I put this together. When I lived in New York I did some side photography for _The Daily Bugle_ and I worked on my school's paper in high school."

As he spoke Erica thumbed through the pictures, they were really good for an amateur, and she wondered how he had gotten his pictures into a paper like_ The Daily Bugle_. That is…until she came to the last photo. "Oh…my God," she muttered jumping up. Her eyes were wide and her grin was wider than normal. She looked from Peter to Jake then back to Peter, "I LOVE YOU! YOU'VE JUST SAVED MY HIDE!"

Peter and Jake blinked. "What are you talking about Erica," Jake asked.

Erica tossed him the portfolio, "Check the last one."

Jake opened it to the last picture and his mouth dropped open, "No way!"

Erica spun around to Peter and hugged him, "You are totally on staff! Kent will defiantly take you and since I'm editor it's up to me anyways! That picture in the back is the BEST Spidey picture ever! You've got to get me more," she shouted.

'Crap I left the Spiderman picture in there,' Peter thought as Jake handed him back the album. "Uhm…I don't know about this," he managed to say.

"You mean you can't take pictures of Spiderman," Erica asked with a pout.

"It's not that…I just don't want to cause him anymore bad press," Peter said truthfully.

Erica waved his comment off, "We are professional journalism students here. There is no bias in news reporting…if he gets a bad column or something, whatever but I want the picture for the front page…not bad…just something for reference," she said.

"Come on man. We really need pictures of Spiderman and the ghosts. We'll miss deadline if we don't get some good shots," Jake said.

"Well," Peter began.

Erica cut him off, "We pay you know. It's not much but you do get a small salary for working on staff."

"We do," Jake asked and Erica elbowed him in the gut, "I mean…yeah…say $400 dollars per photo we run."

Peter glanced at the portfolio in his hands and sighed, handing it over to the journalism junkies, "Alright."

Erica squealed as she took it, acting more like a 12 year old than the 20 year old that she actually was, "Thank you so much! Our deadline is in a week so try and get a few more by then!"

The photographer left the room just as Erica turned to Jake, "And you mister better get to your computer and start writing me a review! I will NOT have a repeat of last year!"

"Y—yes ma'am."

((Room #102, Kaufman Hall, Hartman University))

Peter shut the door behind him and collapsed on his bed. Danny didn't even bother to glance up from the laptop he was typing at. He was sitting on his bed with his back to the wall and typing furiously, "Long day," he asked.

Peter groaned, "You don't know the half of it. I just sold myself out to the press…_again_."

Danny looked up, "What do you mean?"

"Ugh," Peter moaned. He was silent for a moment, reliving what had just happened in his head. He sat up as an idea hit him, "Hey, Danny. I have a favor to ask you."

"Yes?"

"Would you mind me taking pictures of Danny Phantom battling ghosts with Spiderman," he asked.

Danny stood up suddenly, his computer falling onto his bed, "WHAT!"

"Look, I went to the school's paper and they really need pictures of Spiderman fighting ghosts, however I wouldn't feel right doing that since they're your territory…so if you'll allow it I'd like to get you in the pictures too, please?"

Danny blinked, "I…don't know about this."

"It could help Danny Phantom's publicity…plus I'll pay you a portion of the money I get for the pictures," Peter said quirking an eyebrow.

"I…am kind of getting sick of being blamed for the ghost attacks…and maybe it'll give Valerie a new view of me," he said.

Peter smiled, "Great, thanks buddy."

Danny picked up his laptop and sat back down on his bed, "No problem…I guess."

((Top of Molina Science Building, Hartman University))

Calypso reappeared beside Kraven, "They'll be here shortly."

Kraven smiled and looked down at the many students and professors walking around campus below, 'The element of surprise is always the best way to capture prey,' he thought.

Suddenly a piercing scream echoed up to him and he smiled, 'The hunt is on.'

((Hartman University Campus))

It was chaos. The students had been enjoying an afternoon around the campus after classes when suddenly a hoard of strange beings had crawled from out of the woods. At first the students thought it was just some weird stunt the frat boys were playing on everyone. However when the things got closer the students began to realize that these things weren't frat boys…they weren't even living.

The first clue was the stench. They smelled strongly of rotting flesh and decaying earth—a pungent odor that caused many to nearly gag. The things walked slowly and with no emotion in their hollow eyes…well the few that had eyes. It was obvious what they were…though the students were in denial of it. All except one student who was watching the scene occur from the window in the Journalism room:

"Hey, Erica…you may want to see this," Jake said, his eyes wide in awe.

Erica rolled over to the window in her rolling chair, sipping a Coke, "What's up?"

"We have zombies."

She looked out the window and spit out her drink, "THE HELL! Why are you just standing there…grab a camera and lets go!"

((#102, Kaufman Hall))

Sam burst into the room causing Danny and Peter to look up, "Danny! You've got to come quick!" Without wasting any time she grabbed the boy by the arm and dragged him out of the dorm. Peter blinked and stood up, he had a bad feeling about how Sam had just busted into their room.

He shut the door and pulled off his shirt, 'Time to get dressed.'

((Outside Kaufman Hall))

"What are you doing Sam," Danny asked as he pulled out of her grip.

She pointed across campus and Danny's jaw dropped, "Are those—?"

Sam nodded, "the living dead? Yes. I figure you're the only one who can take care of them."

"Sam. I fight _ghosts_ not _zombies_."

"Ghosts…zombies, what's the difference? They're both dead. They both attack humans. They BOTH need to be stopped by _someone_," Sam said with her hands on her hips.

"You're right…I just hope I can deal with this. I've _never_ faced anything but ghosts before."

Sam shoved him into the bushes so he could transform, "Well there's always room to try new things…now get ghost!"

((Hartman Campus))

Erica peeked out from a bush and then motioned for Jake to follow her. The two college journalist snuck from one bush to another, Jake carrying a video camera and Erica carrying a digital camera. They both stood up and Jake, strangely enough, smiled at the hoards of zombies around him, capturing them on tape, "Can you believe this! It's like a dream come true!"

"Jake…only you would be excited about a zombie attack," Erica muttered as she clicked a few photos of the zombies chasing after a blonde girl.

The assistant editor spun around, "Look! Look! They're trying to eat that kid's brain!"

Erica spun around and her eyes widened in horror, "Oh my God! Jake we have to get out of here!"

"But this is just like that movie," Jake whined. There was a sickening sound of ripping flesh and both Jake and Erica turned green. The kid Jake had pointed two no longer had an arm…or a leg…or a head for that matter. Jake lowered his camera at the sight and Erica had to turn away, "T—this isn't a joke."

Erica swallowed in an attempt to keep her lunch down, "L—let's get out of here."

Jake nodded numbly and the two turned to sneak away but found that standing right behind them was a small group of zombies. Erica's eyes widened and she froze in her tracks, "Oh shit."

The zombies reached out for her but Jake pushed Erica out of the way, "MOVE!"

Erica fell to the ground and Jake landed on top of her. The zombies followed their movements slowly and started after them. Jake stood up and helped her up. She gave him a weak smile but he didn't respond. He merely grabbed her and started to run; the zombies soon followed.

"What should we do Jake? You ARE the zombie movie expert," Erica shouted as they ran.

Jake scowled, "One problem with that Erica."

"What's that?"

"This isn't a movie."

"We're screwed aren't we?"

Jake didn't respond and continued to pull Erica past other horrors; students and teachers alike were crumpled around them, bathed in a pool of their own blood. Erica was surprised they hadn't run into any more zombies yet. She was about to comment on this fact when suddenly Jake stopped running and released her hand. Erica looked up and found they had run straight into a small army of zombies. She spun around and found that the zombies from before were right behind him and had grown in numbers. Erica bit her lip and pulled closer to Jake in terror, clutching for his hand, "J—Jake I don't want to die."

Jake gritted his teeth and clenched Erica's hand; truth be told…he didn't want to die either…at least not like this. He silently prayed for a miracle.

"HEY! BRAIN DEAD AND ROTTING," a voice shouted from above them.

Jake and Erica both looked up in time to see a guy in a black and white hazmat suit land in front of them. He glowed with a white aura and had white hair and fierce green eyes, he held his arm out protectively, blocking the two from the zombie hoard, "Sorry zombies but I hear journalism students go down hard."

"W—who are you," Erica asked.

"Just call me Phantom," their savior said, not taking his eyes off of the undead army.

The zombies didn't waste time and, surprisingly enough, moved quicker than Danny had anticipated. He had to blast them to keep them away from the two people he was protecting. However a few kept getting past him and Erica and Jake had to try and keep them back with kicks or bashes to the head with their cameras.

Just as it seemed they were going to be overpowered by the zombies a masked man swung in. Jake's eyes widened, "Spiderman!"

Spiderman didn't respond and shot webbing at a group of attacking zombies; sending them flying away from them and attaching them to a nearby wall. He turned to Danny, "We have to get these people out of here!"

Danny nodded, "Can you handle these things?"

Spiderman nodded and Danny grabbed Erica and Jake and flew them to the top of the Raimi Cafeteria. He set them down, "Alright Ash and Alice…enough zombie hunting for you two."

"Dude! You've seen _Army of Darkness _and _Resident Evil!"_

Danny sighed, "Just stay up here alright!"

He flew back down to the ground and landed next to Spiderman. The two heroes stood back to back; ready to kick the "not so living" crap out of the zombies. That is, until a large man dropped into their midst.

The large man stood up straight and towered over the two boys. They looked up at him and he flashed them a feral smile. "Who's the Incredible Bulk," Danny asked.

The man cracked his knuckles and the zombies suddenly backed up several feet, forming a ring around the two stunned heroes and the large wild man. He looked between the two of them, sizing them up, "This is the weakest prey I've ever seen. I don't know what Calypso was thinking asking me to help her…these zombies alone would have ripped you to bits," he said in a thick Russian accent.

"Who are you to call us weak," Danny protested.

"I'm Kraven…the hunter. I think I know weak…but prey IS prey," he said and without another word lunged at Danny.

_To Be Continued_…

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AN: Whoot! New chapter up and I maintain my evil cliffhangers from hell (go me!). I hope you all are enjoying this as much as I am writing it. At first the zombie attack scene was going to be more humor than anything else…but horror is just so much more fun to convey. Jake and Erica (as well as Bemis and Kent who are mentioned) are based off of real people I know…all of whom are actually on school newspapers. They're OCs but they won't play a major role or anything…at least I haven't planned for them too…but you never know when characters will take a life of their own. 

Anyways expect and epic battle with Kraven vs. Spidey and Phantom next chapter! It's going to be so much fun writing such a great battle scene…I hope I'm up to it!

So please review and tell me what you think! Also any suggestions for the Hartman University mascot would be greatly appreciated...since I can't decide what the team's mascot/symbol should be.

_R.I.P random students and people the zombies killed._

Zombies: BRAINS!

Uhm…gotta go guys…review or I feed you to the zombies!


	8. Of Hunters

((Lobby, Kaufman Hall, Hartman University))

Valerie pulled Gwen away from the windows as more zombies pressed against the panes of glass. "What are we going to do," Gwen asked in a panic.

"Danny has some ghost hunting equipment in a trunk in his room," Tucker exclaimed as he and Sam finished shoving a desk in front of the lobby's doors.

"He has what," Gwen asked incredulously.

Sam sighed, "Danny's parents are ghost hunters and inventors. Danny's been brought up around stuff like this so he usually brings a few of his parents inventions in case of emergencies."

"Well I think this constitutes as an emergency," a random girl said who was stuck in the lobby with them. When the zombies had attacked Gwen and Valerie had been in the lobby playing a game of cards. Some of the other students had been up in their rooms and Sam, of course, had come to get Danny.

'Strange…I haven't seen Peter down here…I hope he didn't go out in this mess,' Sam thought. Just then she saw Valerie trying to sneak off and she grabbed the teenage ghost hunter, "We can't leave Valerie…we're safe while we're inside."

"Then who's going to take care of the zombie's Manson? Just give everyone a weapon and I'll handle the zombies," Valerie said pulling out of Sam's grip.

Tucker put a hand on Valerie's shoulder, "Val it's not safe for you. Dan…Don't worry, this mess will sort itself out."

Valerie gave Tucker a look but shook him off too, "I'm sorry Tucker but I have to do this." She ran off, down the girl's side of the dorms, to a fire exit. As soon as she was outside she clicked her heels together and her traditional red and black costume formed around her. She narrowed her eyes and pulled out a rather large gun from behind her back, "Whether it's ghosts or zombies I will not let them hurt my friends," she muttered as her hover board formed beneath her and she took off into the air.

((Hartman University Campus))

The large Russian lunged at Danny and Danny jumped to the side and hovered in the air. Kraven didn't stop and barreled towards Spiderman. Spiderman made to flip over the large man but the man reached up and caught Spiderman's leg and flung him at Danny. Danny hadn't expected this move and Spiderman and Danny were sent crashing across the pavement.

Kraven was over them in a heartbeat and hefted Danny up by the collar of his hazmat suit. He balled up his fists and punched Danny in the face; which sent him flying through the circle of zombies. Danny landed in the grass and sat up immediately, 'How the hell did he just hit me,' Danny thought. He could have sworn he _willed_ himself to be intangible. The phantom brought his hand up to his face and felt a stinging sensation as he touched his cheek, 'Ow.'

Meanwhile Kraven had now taken Spiderman and hefted the hero up over his head and slammed him into the concrete, leaving small cracks in the cement. Spiderman cried out in pain as Kraven hefted him up again. Spiderman didn't hesitate and maneuvered himself out of Kraven's grip and landed in a squatting position a few feet away from the monster of a man. Kraven smirked and cracked his neck. Spiderman narrowed his eyes behind his face mask and shot some webbing at Kraven's feet; tangling them so that Kraven couldn't move.

At least attempting to; Kraven took one step forward and the webbing snapped. Just then Danny rose from the concrete behind Kraven and blasted him in the back with an ectoplasmic blast. Kraven stumbled forward and Spiderman met him with an uppercut to the jaw. The Russian was barely stunned and Danny flew over to join Spiderman, Spiderman couldn't help but ask, "Is this guy even human?"

"Oh he's human alright," a mysterious, seductive female voice said. Danny and Spiderman turned to see the zombie's parting and letting in a dark woman with numerous clinking bracelets. She grinned at the boys, "He's an expert hunter and has been asked to take you two out."

"And who are you his personal secretary," Spiderman asked.

The woman scoffed and tossed her hair, "I am Calypso! I'm the one who summoned these little babies," she said motioning to the zombies, "And gave a few gifts to Kraven so that he could deal with you!"

Kraven fingered a black and white necklace from around his neck. It looked sort of like prayer beads only it was made out of black stones and white, ivory, animal teeth, "You, ghost child, can't escape me as long as I wear this," the man boasted.

"Guess we'll just have to take your pretty little trinket then," Danny said flying at the hunter. His fists glowed with green energy and he started punching rapidly at Kraven. Kraven blocked the punches successfully and then retaliated with a single punch of his own which sent Danny staggering back again.

Spiderman, while this was happening, snuck over so that he was behind Kraven, and as soon as Danny was out of the way lunged at Kraven's back and ripped the beads off. Kraven grabbed the spider themed hero and flung him over his shoulder, bringing him down right on top of Danny who had been flying at Kraven for another attack.

The two bruised heroes stood up again and Calypso laughed, "You two are pathetic…I can't believe our employer is interested in the likes of you."

Spiderman flicked his wrists and shot some webbing at Calypso's mouth; shutting her up. Her eyes narrowed in obvious fury but he turned back to Danny, "The necklace thing is off him."

Danny's eyes glowed green, "Then leave this to me." Danny went intangible and flew at Kraven. He entered into his body and for a minute it seemed like he took control…until he suddenly flew out of him, "What the?"

"My will is too strong for you weakling. I have trained my mind to not be overcome by the likes of you," the hunter said turning to the ghost.

"Well there goes that idea," Danny muttered.

((Danny and Peter's Room, Kaufman Hall))

Sam tossed a few weapons to Tucker who strapped them to his person. She then handed Gwen one of the Fenton Ecto-Guns. "Do you know how to use this," she asked.

Gwen flipped the gun over and pushed a button, this caused green slime to drench Sam. Sam scowled and Gwen giggled, "Opps."

Sam yanked the gun from her and handed her a wooden bat, "This is just a baseball bat," Gwen whined.

"No, it's the Fenton Anti-Creep Stick," Sam said with a smirk.

"Or a bat with the word 'Fenton' on it, which ever you prefer," Tucker said with a grin.

There was a scream from in the lobby and the three frowned. Sam cocked her gun, "Time to get busy."

((Hartman University Campus))

Spiderman was battered and bruised and Danny was doing much better. Parts of both their outfits were torn and Kraven was still pretty much unscathed. His fists were slightly blood but that was the blood from Spiderman and Danny…not his own. They may have taken his charm necklace away but the man still had the brute force of a rhino, elephant, and lion combined. 'And here I was thinking this was going to be another Skulker rip off,' Danny thought.

Kraven towered over them and Danny managed to stand up. He knew what this battle had come down to. "Spiderman…cover your ears," he said. Danny took a deep breath and wailed. The ghostly wail took the hunter by surprise and it sent him flying back into the zombies from the sheer force of it. Calypso put her hands to her ears but she was out of range of the actual 'blasting' portion of the attack. Spiderman noticed her trying to slip away and dropped his hand long enough to shoot out a web and wrap up Calypso. He started to pull her in but the webbing was snapped in half by a blast of red energy.

Danny ceased his wailing and looked up and cursed, Valerie had arrived. She had her gun trained on Spiderman but then she moved it to Danny who was a bit weary from his wailing but thankfully hadn't changed back, "Alright you two…get rid of your zombies and leave these innocent people alone."

Spiderman balked, the chick in the red and black suit was back and she already knew Calypso and Kraven were behind the zombies, "I thought you were mad at me," he said.

The female ghost hunter narrowed her eyes, "I am. You summoned these zombies just like you summoned those ghosts at Nasty Burger!"

"Whoa, whoa, whoa. Back up! You think me and Phantom summoned the zombies," Spiderman protested.

Danny turned to where Calypso had been standing and then back to where Kraven had been…both were gone. Danny cursed and turned back to Spiderman, "They got away."

Spiderman looked around and noticed the numerous zombies were also gone…the only thing that remained was their horrible odor.

Valerie cocked her gun, "I'm not letting you two escape this time!" She fired her gun and Spiderman managed to dodge the blast. Danny grabbed him and phased them both below the concrete. Valerie landed with her hover board and cursed, they had escaped her again.

((OsCorp Secret Labs, Vlad's Office))

Vlad rolled the blue prints Dr. Octavius had given him aside and looked up at Calypso and Kraven, "So how did it go?"

"The ghost child pulled out his ghostly wail and we found it a good time for a tactical retreat," Kraven muttered.

"We DID however; obtain the samples you asked for…it might be a bit mixed though…we got it from the blood off of Kraven's hands," Calypso said, handing Vlad a small vial.

Vlad took it and frowned, "Dr. Tomoe should be able to sort the different samples out. What of Spiderman? How did he fare against you?"

"Compared to the ghost boy he had little experience in a fight. My guess is that he has been fighting for only a few months," Kraven said.

"Hmm…yes that would coincide with the accounts of his first appearances," Vlad muttered, turning his back to the two in his chair.

"Do you have any further need of our services," Calypso asked.

Vlad waved them off in dismal, "You're off the job for now…if I need you I'll call you."

After the two had left Vlad pressed a button on his desk, "Dr. Tomoe will you come to my office."

A few minutes later the white haired researcher entered Vlad's private office, "Yes Mr. Masters?"

Vlad handed him the vial along with a sheet of paper, "I have a mixed blood sample here. I want you to sort out the blood and then compare them to the blood of the people on this list."

Dr. Tomoe raised an eyebrow but knew this was the man that paid him and would enable his daughter to go to college so he didn't ask as he took the two objects, "Yes, sir." Dr. Tomoe turned to leave but Vlad stopped him.

"Also will you tell Otto that I am very pleased with his designs and that he can have the others start on it immediately," Vlad said.

Dr. Tomoe bowed and left.

Vlad smirked, his eyes glowing eerily in the dark, "Once I figure out who is behind that blasted Spiderman is I can hold it over Harry's head and increase my funding and push the date towards are merger even closer." The cunning billionaire glanced at a clock and smiled, "Speaking of the merger…I have a press conference to attend."

((Later that Evening, Danny and Peter's Room, Kaufman Hall))

_"In all, ten students and three teachers were killed after the incident at Hartman University. In other news, Harry Os—."_ The news anchorwoman began to tell another story but was cut off as Sam clicked the remote and the T.V. blanked out.

Sam walked over to Danny's bed and sat down. Danny was lying on his stomach with his shirt off and his bruised and bleeding back was exposed for Sam to treat. She pressed some antiseptic on one of the many scrapes on Danny's back. He winced in pain but didn't say anything as Sam continued to dress his wounds. Danny held an icepack pressed to his face to keep the swelling down and pulled it away long enough to look at Peter who was laying on his own bed, sporting similar wounds, "I still don't get why you went out there Peter…you should have left it to Danny," Sam said as she put a band-aid on Danny's back.

"I was fine," Peter said as he popped some Tylenol into his mouth. He had a nasty headache.

Sam looked skeptical of this and shut her First Aid kit, "Have you told Tucker that Peter knows yet," she asked Danny.

Danny sat up, "No. I didn't want him to worry him…speaking of which where is Tuck?"

"On his date with Valerie of course," Sam scoffed standing up and putting the kit away.

Before Danny could say anything the phone rang. Peter picked up the phone then handed it to Danny, "It's some man asking for you Danny."

"Hello?"

"DANNY! DID THE ZOMBIES GET YOU SON? DID YOU HAVE ANY FENTON ZOMBIE ASSAULT WEAPONS WITH YOU? DID THEY EAT YOUR BRAINS," Jack Fenton shouted from the other end of the phone.

Danny winced and held the phone away from his ear. Once the shouting had ceased he brought it back, "I'm fine dad. I just have a few scrapes but I had a few of the ecto-guns with me so we're okay."

"Well Jazz was going to run up to visit you before heading back to Harvard but we decided, after the zombie thing, that we would swing by and bring you some things to handle the ghosts…and to give you a little surprise," Jack said.

Danny blinked, "Y—you're coming here? What kind of surprise?"

"Can't tell your kiddo; Maddie promised to bake me cookies if I didn't blab it…don't worry you'll like him," Jack said with a laugh and then hung up the phone.

He blinked at the dial tone and then hung up the phone as well, "Looks like my parents are coming to visit."

Sam groaned, "Great."

"You're parents are scientists right," Peter asked.

"That's one word to call them," Danny muttered.

Peter's eyes lit up, while their inventions did seem eccentric, he was a tad bit excited to meet fellow scientists.

Danny noticed the look in Peter's eyes and smiled to himself, 'He has no idea.'

_To Be Continued…_

_

* * *

_

AN: I know it's only been one day but I couldn't hold this in and I didn't want to be TOO evil and leave you waiting nearly a week for another chapter. So I give you this.

What did you think? I had some people telling me it was getting confusing but just know that Vlad IS the main villain for this. Everyone else is merely pawns in his game. Next chapter should have Jack and Maddie...as well as Jazz and...a surprise guest! XD If you've read **The Once and Future Phantom** you might be able to guess who.

Anyways, I hope you all enjoyed this chapter and will send me many lovely reviews...I still haven't decided on a mascot so you can still give me suggestions for that!


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